Post by xyz3600 on Feb 25, 2024 2:31:24 GMT -7
One of the great discussions to fill the Brazilian doctrinal and academic environment in recent decades, in matters of Contract Law, is the controversial and thought-provoking issue of contractual networks or coalitions. Far from being overcome, the issue has gained more strength: over time, economic relations have become even more complex, and the agents who govern the purse strings of daily financial activities demand increasingly peculiar types of contracts to keep their transactions alive. . In the contemporary world, contractual coalitions are an absolutely effective tool for this purpose and, as such, their use is recurrent; which naturally means that the most diverse cases are analyzed from the perspective of the theory of contractual networks. In the last column, we analyzed the formation of the Ambev group based on the theory of contractual coalitions.
In the case under analysis, it appears that there is no obstacle in describing the phenomenon as a type of coalition, given that all the requirements for such characterization are present: disparate contracts that come together under the same functional link (the perpetration of the merger between two companies) and economic (purchase and sale of a brand and five industrial establishments, as well as real participation of the Middle East Mobile Number List acquirer in the seller's own distribution network); Furthermore, it could be conjectured that the transfer contract is a mere accessory to the main contract, that is, the merger contract. Once the coalition is characterized, the question arises whether the avoidance of the non-compete clause, something that is at odds with the majority of transfer contracts carried out in the country, is admissible.
In this regard, let us return to the words of Rodrigo Xavier Leonardo, when analyzing cases in which there are atypical situations of threat to the rights of one of the parties, due to actions or omissions of other agents at different poles of the coalition. From the outset, says Xavier Leonardo: “through this theory, we seek to recognize that between apparently different contracts […] there may be a certain link capable of generating autonomous legal consequences in relation to the traditional effects of these contracts”[ 1 ]. In other words: it is commonplace and common in contractual networks to have a transmutation of today's legal consequences, as a result of the nature of the links that unite the contracts. For this reason, it is said that there are “parallel” or “supra-contractual” duties in coalitions, as Professor Rodrigo Xavier Leonardo calls them, addressed to third parties and to the members of the myriad of obligations that make up the contractual spectrum.
In the case under analysis, it appears that there is no obstacle in describing the phenomenon as a type of coalition, given that all the requirements for such characterization are present: disparate contracts that come together under the same functional link (the perpetration of the merger between two companies) and economic (purchase and sale of a brand and five industrial establishments, as well as real participation of the Middle East Mobile Number List acquirer in the seller's own distribution network); Furthermore, it could be conjectured that the transfer contract is a mere accessory to the main contract, that is, the merger contract. Once the coalition is characterized, the question arises whether the avoidance of the non-compete clause, something that is at odds with the majority of transfer contracts carried out in the country, is admissible.
In this regard, let us return to the words of Rodrigo Xavier Leonardo, when analyzing cases in which there are atypical situations of threat to the rights of one of the parties, due to actions or omissions of other agents at different poles of the coalition. From the outset, says Xavier Leonardo: “through this theory, we seek to recognize that between apparently different contracts […] there may be a certain link capable of generating autonomous legal consequences in relation to the traditional effects of these contracts”[ 1 ]. In other words: it is commonplace and common in contractual networks to have a transmutation of today's legal consequences, as a result of the nature of the links that unite the contracts. For this reason, it is said that there are “parallel” or “supra-contractual” duties in coalitions, as Professor Rodrigo Xavier Leonardo calls them, addressed to third parties and to the members of the myriad of obligations that make up the contractual spectrum.