A dispute arising from a share purchase transaction is arbitrable and does not have corporate characteristics – SC CommCC

The right to claim the transfer of shares in a company under a share purchase agreement is arbitrable and is subject to consideration by international commercial arbitration in accordance with the applicable arbitration clause agreed upon by the parties. Such legal relations do not have a corporate nature, are not connected with the establishment, management, or termination of the company’s activities, and do not include derivative claims regarding the registration of property or property rights. Therefore, they do not fall under the exceptions provided for in paragraph 13 of part 1 of Article 20 and paragraph 2 of part 1 of Article 22 of the Commercial Procedural Code of Ukraine.

This conclusion was reached by a panel of judges of the Commercial Cassation Court of the Supreme Court.

The sellers of the shares filed a claim against the company and an Australian entity for the recovery of the shares and determination of their size in the charter capital, due to the improper performance by the company of the terms of the share purchase agreement, in particular regarding the timely and full payment of the purchase price (the deferred payment).

The company submitted a motion to dismiss the claim without consideration due to the existence of an arbitration clause between the parties providing for the referral of disputes under the agreement to international commercial arbitration.

The Commercial Court, with which the Commercial Court of Appeal agreed, dismissed the claim without consideration pursuant to paragraph 7 of part 1 of Article 226 of the Commercial Procedural Code of Ukraine.

The Commercial Cassation Court of the Supreme Court upheld the decisions of the lower courts, emphasizing that a dispute arising from a share purchase transaction may be referred to international commercial arbitration if the parties have concluded an applicable arbitration clause. The signing of such a clause demonstrates the parties’ free will to submit disputes to arbitration.

Therefore, if a valid arbitration agreement exists and the defendant timely objects to the consideration of the case by a commercial court, the claim must be dismissed without consideration. Disputes relating to transactions involving corporate rights are not subject to statutory prohibitions on their submission to international commercial arbitration.

Granting preference to a commercial court over arbitration provided for by the parties in the agreement is contrary to the principle of good faith, unless the arbitration agreement is proven to be invalid, invalidated or unenforceable. The Commercial Cassation Court of the Supreme Court noted that this position is consistent with the conclusions set out in the Supreme Court judgment of May 3, 2023 in case No. 924/497/22.

Resolution of the Commercial Cassation Court of the Supreme Court dated August 20, 2025 in case No. 910/10001/24: https://reyestr.court.gov.ua/Review/129687930.

This and other legal positions of the Supreme Court can be found in the Database of Legal Positions of the Supreme Court - https://lpd.court.gov.ua.