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Preclusion is a procedural mechanism of great relevance in the Brazilian legal system, designed to ensure stability, predictability, and efficiency in litigation. The 2015 Code of Civil Procedure reaffirmed its importance, especially in the context of procedural cooperation and good faith. This article analyzes the concept, types, and limits of preclusion, with emphasis on the doctrine of Pontes de Miranda, and discusses its inapplicability to coercive fines (astreintes), which are not subject to the classical preclusion framework, as per the consolidated understanding of the Superior Court of Justice (STJ). The procedural organization of civil proceedings requires clear rules defining the appropriate timing for procedural acts. Within this framework, preclusion emerges as a mechanism of procedural order that prevents regressions, disruptions, and undue repetitions. However, not all acts or procedural effects are subject to this regime, as is the case with astreintes, whose coercive nature allows for review even after a final judgment. 1. Concept and Purpose of Preclusion Preclusion refers to the loss of the procedural opportunity to perform an act due to omission, prior conduct, or an incompatible procedural behavior. It is a technique aimed at stabilizing procedural phases, preventing the perpetuation of the process and ensuring an orderly progression. Pontes de Miranda, in his Treatise on Private Law , Volume VI, explains: “Preclusion operates as a consequence of the procedural sequence, of the need for continuity in procedural acts, and of the requirement that each phase of the process produces its effects without retroactivity, as the process cannot halt for the litigants to go back.” 2. Types of Preclusion The 2015 Civil Procedure Code establishes three main types of preclusion: ·         Temporal preclusion : loss of the procedural faculty due to the lapse of a deadline. ·         Consumptive preclusion : the right is exhausted once the act is performed. ·         Logical preclusion : arises from the performance of an act incompatible with another. Pontes reinforces: “Preclusion is not a penalty; it is the legal consequence of omission or of an act performed outside its proper procedural context. The process does not go backward.” ( op. cit. , p. 237) 3. Preclusion and Constitutional Principles Preclusion must be interpreted in harmony with the principles of adversarial proceedings, full defense, and procedural cooperation. In exceptional situations—such as party vulnerability or excusable mistake—preclusion may be relaxed. 4. Astreintes and Preclusion: A Conceptual Incompatibility Astreintes are coercive measures regulated by Article 537 of the 2015 Code. Although established by interlocutory decisions, their function is to compel compliance with court orders, and no res judicata arises regarding their amount. The STJ firmly holds that preclusion does not apply to astreintes: “Astreintes may be reviewed at any time, even after the final judgment of the decision that imposed them; hence, preclusion does not apply.” ( REsp 1.333.988/SP) Their revision may occur: ·         Ex officio ; ·         At the request of a party; ·         Even after delayed compliance with the obligation. Article 537, §1 of the Code expressly authorizes such modification: “The judge may, ex officio  or at the request of a party, modify the amount of the fine to accrue or suppress it if it becomes insufficient or excessive.” 5. Classical Doctrine and Effectiveness Although written prior to the formal regulation of astreintes, Pontes de Miranda advocated that judicial decisions must not become rigid obstacles to procedural effectiveness: “The effectiveness of the process lies in its capacity to adapt to supervening realities. Rigid formalism cannot be allowed to jeopardize the justice of judicial relief.” ( Volume VI , p. 237) Conclusion Preclusion is essential to legal certainty, but it is not absolute. Due to their instrumental and coercive nature, astreintes are not bound by its rigidity. Contemporary civil procedure, guided by principles of cooperation, good faith, and effectiveness, requires judges to distinguish between procedural stability and undue rigidity. The revision of astreintes should be permitted whenever their value becomes disproportionate or detached from their intended purpose.

This article analyzes exclusive distribution agreements from a legal perspective, focusing on the risks associated with early termination and the potential for civil liability arising from unjustified termination. Although not expressly regulated under Brazilian law, this type of agreement is widely used in commercial relationships involving manufacturers and distributors. Based on the principles of objective good faith, the social function of contracts, and contractual balance, this study proposes guidelines for drafting protective clauses and examines the current case law on compensation for unamortized investments and the requirement of prior notice. Exclusive distribution agreements are commonly used in Brazilian business relationships, particularly between manufacturers and companies responsible for marketing products within a specific region or market channel. Although atypical, these contracts are grounded in the principle of contractual freedom (Art. 421-A of the Civil Code) and serve as important instruments for organizing the supply chain. However, the informality or poor structuring of such contracts can create significant legal risks, especially in cases of early termination without reasonable notice or without compensation for specific investments made by the distributor. This article offers an analysis of the legal framework of exclusive distribution agreements, their distinguishing elements, and the risks associated with unilateral termination, supported by doctrine, legislation, and current jurisprudence. 2. Legal Nature and Structure of the Distribution Agreement Exclusive distribution agreements are atypical under Brazilian law and are built upon the principle of freedom of contract (Articles 421 and 421-A of the Civil Code). Generally, they are onerous, commutative, bilateral contracts of continuous performance. Under such agreements, one party (the manufacturer or supplier) undertakes to supply certain products, while the other (the distributor) undertakes to resell them—often with territorial exclusivity—assuming the economic risks of the operation. It is important to distinguish distribution from other legal arrangements:   Legal Arrangement Core Characteristic Distribution Purchase for resale, at distributor’s own risk Franchising Licensing of brand and standardized business model Commercial Representation Acting on behalf of the principal, commission-based Confusing these arrangements may trigger different legal implications—including labor and tax-related consequences. 3. Early Termination and Contractual Principles Unilateral termination of a long-standing distribution agreement, without reasonable prior notice or an express contractual provision permitting such action, may violate the following principles: Objective good faith  (Art. 422 of the Civil Code), by frustrating the legitimate expectations of the other party; Social function of the contract  (Art. 421), by unjustifiably disrupting an established economic relationship; Contractual balance , by preventing the amortization of investments made in reliance on the continuation of the business relationship. “Unilateral termination of a distribution agreement, after a long duration and without prior notice, entitles the harmed party to compensation for material damages under the principle of good faith.” ( STJ, REsp 1.287.443/SP, Justice Luis Felipe Salomão, ruled on 11/27/2012 ) 4. Compensation for Unamortized Investments A key issue in cases of early termination is the distributor’s right to compensation for investments made—such as store openings, staffing, local marketing, inventory acquisition, and logistical structuring. As long as such investments are demonstrably linked to the performance of the contract and not recoverable in the short term, they may justify compensation based on loss of profit and actual damages, as provided in Articles 402 and 403 of the Civil Code. “A distributor who makes investments under an exclusive distribution contract and suffers abrupt termination is entitled to compensation proportional to the losses duly proven.” ( TJSP, Civil Appeal No. 1002789-22.2020.8.26.0100, ruled on 10/11/2023 ) 5. Notice Requirement and Transition Period Although the law does not require specific prior notice for atypical contracts, legal scholarship and case law agree that long-term contracts should not be terminated without reasonable notice—taking into account: The duration of the business relationship; The extent of unamortized investments; The degree of economic dependence between the parties. The absence of such notice may constitute abusive termination, giving rise to civil liability, even in the absence of a fixed-term clause. 6. Essential Clauses for Contractual Stability To ensure greater legal certainty in distribution agreements, it is advisable to include clauses addressing: The object of the agreement and the geographic area of operation; Whether distribution is exclusive or non-exclusive; Commercial targets and supply conditions; Rights and obligations of each party, including risk allocation; Contract term and grounds for early termination; Prior notice requirements and penalties for breach; Compensation for unamortized investments, where applicable; Confidentiality, non-compete, and dispute resolution mechanisms. Final Considerations Exclusive distribution agreements are strategic tools in business practice, but require technical care in their drafting and management. The absence of clear provisions on termination, compensation, and prior notice may result in civil liability, complex litigation, and financial losses for either party. Premature termination, when done without due process or in disregard of good faith and contractual balance, may generate liability for damages. Conversely, the distributor must also understand the limits of contractual predictability and may not assume indefinite continuity without legal or contractual basis. Preventive legal counsel, through the careful structuring of clear clauses and ongoing contractual management, is essential to reducing risk and ensuring legal security for all parties involved.

This article analyzes commercial partnership agreements from a legal standpoint, focusing on their structure, the risks arising from informality or the lack of clearly defined obligations, and the essential clauses necessary to ensure legal certainty for the parties. It concerns an atypical contractual arrangement, commonly used in the Brazilian market to facilitate cooperative business relationships, but which may be confused with corporate partnerships, commercial representation, franchising, or employment relationships. The article presents doctrinal and jurisprudential parameters for drafting a valid, effective, and litigation-preventive contractual instrument. The concept of a commercial partnership has been widely adopted in the Brazilian business environment as a means of enabling cooperation between companies or entrepreneurs, particularly in sectors such as product distribution, service provision, sales, marketing, and events. However, the lack of specific legal regulation and conceptual precision regarding the nature of this contractual relationship can lead to significant legal risks. It is common for commercial partnerships to be informally established or drafted in generic terms, which facilitates their judicial recharacterization as de facto partnerships, employment relationships, commercial representation, or even service contracts involving subordination. This article aims to offer legal guidelines for properly structuring commercial partnership agreements, with emphasis on the limits of contractual autonomy, the risks of informality, and the clauses necessary to mitigate legal conflicts. 2. Concept and Legal Nature of the Commercial Partnership There is no express legal definition of the commercial partnership as a typical contract under Brazilian law. It is, therefore, considered an atypical contractual arrangement, grounded in the principle of party autonomy, as established in Articles 421 and 421-A of the Brazilian Civil Code: Art. 421. Freedom of contract shall be exercised in accordance with and within the limits of the social function of the contract. Art. 421-A. In business contracts, parity and symmetry between the parties are presumed, unless proven otherwise. The commercial partnership is generally characterized by cooperation between independent entities that maintain their own legal, accounting, and operational structures, aiming to promote aligned interests—without forming a corporate entity. 3. Distinctions Between Partnerships and Other Legal Relationships It is crucial to distinguish the commercial partnership from other legal arrangements, to avoid unintended legal obligations:     Legal Relationship Commercial Partnership Distinctive Feature Corporate Partnership Involves shared assets and common profit goals No joint assets or legal entity in a partnership Commercial Representation Agent acts on behalf of the company In a partnership, parties act independently Service Contract Involves technical, legal, and personal subordination In a partnership, the parties retain operational autonomy Employment Relationship Requires subordination, regularity, and compensation Absent in legitimate partnerships Confusion between these legal forms may result in unintended burdens, such as joint liability, labor obligations, or disregard of separate legal personality. 4. Risks of Informality and Poor Contractual Structure The main legal risks arising from the absence of a formal contract or poorly drafted agreements include: Recognition of an employment relationship if there is regularity, subordination, and personal service;• Attribution of joint or subsidiary liability, particularly in dealings with consumers or third parties; Asset commingling, leading to piercing of the corporate veil; Loss of evidence, hindering legal defense in potential litigation. Case law has consistently rejected claims of “partnership” where there is no clear contractual and operational autonomy between the parties. “In the absence of effective autonomy between the parties, and in the presence of subordination and regularity, an employment relationship is established, regardless of the terminology used in the contract.” ( TRT 2nd Region, RO 1000737-47.2022.5.02.0038, ruled on 05/11/2023 ) 5. Essential Clauses in a Commercial Partnership Agreement To ensure legal certainty, the contract should include at least the following provisions: A clearly defined contractual purpose (activities and roles); Express declaration of the absence of corporate or employment ties, with autonomy between the parties; Remuneration and payment terms, including commissions, deadlines, goals, or percentages; Territorial exclusivity or non-exclusivity, as applicable; Prohibition of direct subordination or disciplinary authority; Individualized responsibility for taxes, liabilities, and business risks; Term, termination provisions, and notice requirements; Confidentiality and non-compete clauses, where applicable; Dispute resolution via mediation, arbitration, or competent court. These clauses help define the scope and boundaries of the relationship, protecting both parties in the event of a dispute. 6. Relevant Case Law “A partnership agreement must reflect the autonomy of the parties and cannot disguise a subordinate legal relationship. Form does not prevail over factual reality.” ( STJ, REsp 1.749.103/RS, Justice Paulo de Tarso Sanseverino, ruled on 03/17/2020 ) “Contractual informality does not exempt a party from liability for improperly established legal relationships, especially where a de facto corporate partnership is simulated.” ( TJSP, Civil Appeal No. 1009823-44.2021.8.26.0100, ruled on 06/15/2023 ) 7. Best Practices in Managing Commercial Partnerships Formalize the partnership through a written agreement, with legal review; Maintain separate accounting and operational systems between the parties; Avoid emails, messages, or behavior that suggest control or subordination; Implement periodic contract reviews based on changes in the partnership’s dynamics. Final Considerations The commercial partnership agreement is a legitimate and widely used instrument for business cooperation. However, its informality or poor structure can lead to serious legal consequences, including the recognition of employment relationships, liability for third-party debts, or corporate litigation. Clear definition of the contractual purpose, autonomy between the parties, and the boundaries of liability is essential for legal security. Preventive legal counsel plays a crucial role in structuring and maintaining stable business relationships, ensuring proper risk allocation and protection of contractual intent.

This article examines the validity and limits of clauses that restrict or exclude civil liability in commercial contracts, in light of Brazilian law and current case law. Such clauses aim to allocate and mitigate risk between contracting parties, especially in complex B2B relationships such as supply, technology, construction, and franchising. The analysis focuses on the principles of private autonomy, the social function of contracts, objective good faith, and the prohibition of abusive clauses. The article also discusses the criteria applied by courts to validate or invalidate such provisions and presents best practices for their drafting. In commercial contracts—particularly those involving high-value transactions or significant operational risks—it is common to include clauses that limit, condition, or even exclude civil liability in cases of non-performance, technical failure, or other damaging events. These are instruments of contractual risk management, aimed at ensuring predictability, balance, and legal certainty in obligations. However, such clauses are not absolute. Their content is subject to judicial scrutiny under the general principles of contract law, notably the social function of the contract, objective good faith, and the prohibition of abuse of rights. This article analyzes the legal reach of these clauses, their statutory limitations, and how Brazilian courts currently assess their enforceability. 2. Legal Foundations: Private Autonomy and Its Limits The Brazilian Civil Code enshrines contractual freedom in Article 421-A, particularly in business contracts: Art. 421-A. In business contracts, parity and symmetry between the parties are presumed, and the risks of the legal transaction are freely assumed. Nonetheless, such freedom is limited by general principles of contract law, including: The social function of the contract (Art. 421, caput); Objective good faith (Art. 422); Prohibition of clauses that exclude liability for willful misconduct or gross negligence (systematic interpretation of Arts. 113, 187, and 927, sole paragraph). Thus, while parties may broadly allocate risk, clauses that undermine the essential nature of the obligation or seek to eliminate liability for unlawful conduct may be partially or entirely nullified. 3. Common Types of Limitation Clauses Limitation of liability clauses typically include: Exclusion of indirect damages and lost profits; Liability caps, either as absolute amounts or percentages of the contract value; Waiver of liability for hidden defects after a certain period; No compensation for service interruptions due to ordinary technical failures; “Best efforts” clauses, mitigating performance obligations. The enforceability of such clauses depends on clear drafting, proportionality, and consistency with the nature and purpose of the contract. 4. Limits to Validity: Willful Misconduct, Gross Negligence, and Excessive Risk Courts and scholars have imposed restrictions on the effectiveness of limitation clauses in the following situations: When the liable party acted with willful misconduct or gross negligence; When the clause constitutes a prior waiver of an essential right; When it results in manifest contractual imbalance or violates the contract’s social function. "Total exclusion of liability for breach of contract is not admissible where there is evidence of willful misconduct or gross negligence." ( STJ, REsp 1.404.984/SP, Justice Luis Felipe Salomão, ruled on 06/22/2017 ) "Limitation of liability clauses are valid provided they do not violate objective good faith or the duty of contractual security." ( TJSP, Civil Appeal No. 1007245-25.2022.8.26.0100, ruled on 02/13/2023 ) 5. Judicial Analysis of Conflicting Clauses Brazilian courts have taken a balanced approach: they recognize the validity of limitation clauses as long as they do not compromise the fairness of the exchange or the core of the contractual obligation. Criteria typically considered in judicial review include: Was the contract executed between business entities with equal bargaining power? Was the limitation clause mutually negotiated and understood? Is the clause specific and clearly worded? Was there bad faith, unfairness, or abuse of rights in the case at hand? 6. Best Practices for Drafting Limitation Clauses To enhance the validity and effectiveness of such clauses, the following best practices are recommended: Use clear, objective, and prominent language; Link the clause to risk allocation mechanisms (e.g., insurance, guarantees); Provide exceptions for willful misconduct or material breach; Ensure compatibility with other contractual provisions; Include renegotiation or revision clauses for exceptional circumstances. Final Considerations Limitation of liability clauses are a legitimate tool of contractual risk management, particularly in complex business transactions. However, their enforceability depends on compliance with fundamental contractual principles such as good faith, the social function of the contract, and the prohibition of abuse. Judicial control over such clauses tends to uphold contractual freedom between equally situated parties but does not permit broad waivers of liability for unlawful conduct or the exclusion of duties essential to maintaining the contractual balance. Preventive legal structuring and strategic risk management are essential to ensure the legal validity and practical enforceability of these clauses. It is the responsibility of legal counsel to draft proportional, transparent, and legally sound provisions.

This article addresses civil liability arising during the pre-contractual phase of business relationships, with emphasis on the unjustified termination of negotiations after the emergence of a legitimate expectation that the contract would be concluded. Based on the principle of objective good faith and the duty of loyalty during preliminary dealings, the article examines the grounds for compensation under the doctrine of culpa in contrahendo . It analyzes relevant Brazilian legal scholarship, recent case law, and the criteria for establishing compensable damage, as well as the limits of contractual freedom. The topic is increasingly relevant due to the growing formalization of memoranda, letters of intent, and pre-contracts in the corporate context. Contemporary contract law, grounded in the social function of contracts and objective good faith, recognizes that liability between parties may arise even during preliminary negotiations. In business contexts, negotiations are often long, complex, and involve significant preliminary investments, including the exchange of documents, preliminary agreements, confidentiality terms, and due diligence processes. It is in this context that pre-contractual civil liability—also referred to as culpa in contrahendo —becomes particularly important. This applies when one party unjustifiably breaks off negotiations after creating in the other party a legitimate expectation of contract formation, thereby causing harm. This study examines the legal elements that characterize such liability, its doctrinal foundations, and the case law that outlines the duty to compensate when business negotiations are terminated arbitrarily. 2. Pre-Contractual Phase and Applicable Principles The Brazilian Civil Code adopts the modern conception of contracts as a process comprising three phases: Pre-contractual (negotiation phase); Contractual (performance phase); Post-contractual (residual obligations). During the pre-contractual phase, even in the absence of a formal binding obligation, certain duties of conduct apply, derived from the principles of objective good faith (Art. 422 of the Civil Code) and the social function of the contract (Art. 421 of the Civil Code). "Art. 422. The contracting parties are required to observe the principles of honesty and good faith both during the conclusion and performance of the contract." The unjustified termination of negotiations, when it violates these duties, may give rise to civil liability for actual damages and lost profits, based on the abuse of the freedom to contract (Art. 187 of the Civil Code). 3. Culpa in Contrahendo  and Legitimate Contractual Expectation Culpa in contrahendo is a doctrine widely accepted in Brazilian case law and refers to the breach of duties of fairness, loyalty, and disclosure during the negotiation phase. According to Nelson Rosenvald: "A party that arbitrarily breaks off negotiations after creating a legitimate expectation of contract formation and causing the counterparty to incur expenses is civilly liable for the damages caused, even if the final contract was not executed." ( Civil Code Commentary , 2025, p. 458) The issue is not about compelling contract formation, but rather compensating for harm caused by frustrated trust, especially when the termination is abrupt, disloyal, or follows significant advances or financial commitments. 4. Criteria for Establishing Pre-Contractual Liability To establish pre-contractual liability, the following cumulative elements are generally required: Commencement of relevant and extended negotiations; Acts or statements that create a legitimate expectation of contract formation; Investments made or losses incurred in reliance on the anticipated contract; Unjustified termination or abuse of negotiating power; Quantifiable material or moral damage. The analysis must consider the degree of advancement in the negotiations and the nature of the parties’ conduct, including omissions of essential information or sudden changes to terms already agreed upon. 5. Relevant Case Law Brazilian courts have recognized the possibility of civil compensation even in the absence of a signed contract, based on the breach of good faith: "Abrupt and unjustified termination of advanced negotiations, after generating a legitimate expectation, gives rise to civil liability for actual damages." ( Court of Appeals of São Paulo, Civil Appeal No. 1008378-98.2021.8.26.0100, ruled on 08/12/2023 ) "Even without a formal contract, negotiation acts that create legitimate trust in its execution bind the party to compensate for damages resulting from contradictory or disloyal behavior." ( STJ, REsp 1.658.149/SP, Justice Paulo de Tarso Sanseverino, ruled on 10/14/2020 ) 6. Limits of Liability and Negotiation Risk It is important to highlight that the mere decision not to contract, by itself, does not constitute an unlawful act. The freedom to contract is guaranteed by Article 421-A of the Civil Code: "In business contracts, parity and symmetry between the parties are presumed, unless proven otherwise." Thus, liability does not arise from the failure to conclude a deal, but from how the negotiations were conducted and broken off. If no legitimate expectation was created, or if the parties maintained a cautious stance, no compensation is due. 7. Best Business Practices to Avoid Litigation To mitigate the risk of pre-contractual liability, the following practices are recommended: Formalize confidentiality agreements, memoranda of understanding, or letters of intent with non-binding clauses; Keep records of communications and negotiation stages; Specify that the negotiation does not constitute a firm offer, unless expressly stated otherwise; Avoid premature approval or commitment to terms; End negotiations with clear, reasoned, and timely communication.   Final Considerations Pre-contractual civil liability is an important mechanism for promoting fairness in business relations. While freedom of contract is a fundamental principle, it does not justify disloyal, contradictory, or negligent conduct during negotiations—especially when the other party has invested time, trust, and resources. The careful application of objective good faith and the social function of contracts allows for holding parties accountable for abusive terminations of negotiations, while also safeguarding legitimate contractual autonomy. It is the role of legal counsel to advise clients on the boundaries, risks, and ethical duties associated with the pre-contractual phase, with the aim of fostering solid and legally secure business relationships.

This article analyzes a company’s civil liability for breach of contract in commercial relationships under the lens of the Brazilian Civil Code. Drawing from the theory of unforeseeability ( teoria da imprevisão ) and the principle of objective good faith, it examines the admissibility of contract revision or termination, the effects of non-performance, and the criteria for potential compensation for damages. The article also addresses contractual limitation of liability clauses, force majeure events, and current case law on the social function of contracts during times of crisis. Its goal is to provide solid legal parameters for analyzing contractual risks in business activities. In an increasingly unstable and globalized economic environment, it is common for companies to encounter difficulties in fulfilling contracts with suppliers, distributors, and clients. Breach of such obligations can have significant economic impacts and raise questions regarding corporate liability, particularly when the breach arises from external or unforeseeable factors. This article examines, from a legal standpoint, the circumstances under which a company may or may not be held liable for breach of contract, the legal grounds for contract revision or termination, and the principles that guide the interpretation of contract clauses in scenarios of crisis or non-performance. 2. Contract Breach and Its Legal Consequences Contractual breach in the business context may occur through total omission (failure to perform), partial performance, or delayed performance. Depending on the nature of the obligation, it may result in: Contract termination for cause; Imposition of fines, losses and damages; Reputational damage in the market; Claims for damages or rescission. The Civil Code, in Articles 389 and 475, establishes the general effects of breach, including the possibility of termination and the duty to compensate: “Art. 475. The party harmed by breach may request termination of the contract, unless they prefer to demand specific performance, being entitled in either case to compensation for losses and damages.” 3. Theory of Unforeseeability and Contract Revision In certain circumstances, contractual performance may become excessively burdensome for one party due to extraordinary and unforeseeable events—such as sudden economic crises, pandemics, wars, currency fluctuations, or supply chain disruptions. In such cases, the theory of unforeseeability applies, as provided in Articles 478 to 480 of the Civil Code: “Art. 478. In contracts of continuous or deferred performance, if the obligation of one party becomes excessively onerous with extreme advantage to the other party due to extraordinary and unforeseeable events, the debtor may request termination of the contract.” Brazilian case law has recognized contract revision as a mechanism for rebalancing and preserving contractual relationships, particularly in times of crisis. “The theory of unforeseeability authorizes judicial revision of a contract when a supervening, extraordinary, and unforeseeable event severely disrupts one party’s performance.” ( STJ, REsp 1.409.853/SP, Justice Luis Felipe Salomão, ruled on 09/12/2016 ) 4. Objective Good Faith and the Social Function of the Contract Beyond economic imbalance, the interpretation of business contracts must adhere to the principles of objective good faith (Art. 422 of the Civil Code) and the social function of contracts (Art. 421). Objective good faith imposes: Duties of loyalty, cooperation, and transparency; An obligation to renegotiate in the face of unforeseen events, before unilaterally terminating the contract; A prohibition against contradictory conduct ( venire contra factum proprium ). “Unilateral termination of a contract, without attempting negotiation and without objective justification, violates the principle of good faith and may give rise to liability for damages.” ( Court of Appeals of São Paulo, Civil Appeal No. 1008674-98.2021.8.26.0100, ruled on 08/14/2023 ) 5. Force Majeure, Acts of God, and Hardship Clauses Article 393 of the Civil Code exempts the debtor from liability when non-performance results from an act of God or force majeure, provided there is no fault: “The debtor is not liable for losses resulting from acts of God or force majeure unless they have expressly assumed such liability.” Many commercial contracts include hardship clauses requiring the parties to renegotiate the agreement in the event of substantial changes to the originally agreed conditions. These clauses help prevent disputes and maintain contractual balance—especially in long-term contracts. 6. Consequences of Breach: Compensation, Limitations, and Litigation A company that breaches a contract without justification or without observing contractual and legal duties may be required to: Pay a contractual penalty (if stipulated); Compensate for lost profits and actual damages; Refund amounts paid in advance; Compensate for reputational or moral damages in severe cases. Nonetheless, case law recognizes the possibility of limiting compensation based on good faith and reasonableness. “Contractual liability may be modulated, particularly when there is a plausible justification for termination and an attempt to resolve the matter amicably.” ( STJ, AgInt in AREsp 1.663.207/MG, ruled on 02/16/2021 ) 7. Best Practices for Contract Risk Prevention and Management Draft contracts with revision, renegotiation, and termination clauses; Clearly define events of force majeure and hardship; Maintain clear and documented communication with the counterparty in case of performance difficulties; Attempt renegotiation before unilateral termination; Keep records of efforts toward amicable resolution; Include mediation or arbitration clauses for faster dispute resolution. Final Considerations Corporate liability for breach of contract must be assessed through the lens of contractual balance, objective good faith, and the social function of contracts. While unilateral termination is legally possible, it requires legitimate justification, negotiation efforts, and adherence to the principles governing commercial relations. Modern Civil Law recognizes the contract as a dynamic tool, demanding interpretative flexibility in times of crisis—but also technical rigor when apportioning liability and determining compensation. Preventive and strategic legal counsel is essential to mitigate risks, preserve commercial relationships, and reduce litigation.

This article analyzes the role, legal nature, and importance of the quotaholders’ agreement within limited liability companies, in light of the Brazilian Civil Code and contemporary corporate practice. Although widely used in corporations, the quotaholders’ agreement is becoming an increasingly relevant tool in limited liability companies (LLCs) for organizing internal governance, preventing disputes, and protecting the corporate will—especially in family businesses or companies with multiple partners. This article addresses the legal basis, the most common clauses, legal limits, and best drafting practices, supported by current doctrine and case law. The growth of family-owned businesses and companies organized under the limited liability type (LTDA) highlights the importance of legal instruments that enhance the stability of internal partner relations. While the articles of association remain the company’s primary constitutive document, they often prove insufficient to regulate the complex and dynamic corporate relationships, particularly in scenarios involving succession, sale of quotas, strategic decision-making, or partner deadlock. In this context, the quotaholders’ agreement emerges as an effective legal mechanism to prevent disputes, organize internal governance, and safeguard the common will of the partners, as supported by §1 of Article 1,053 of the Civil Code. 2. Legal Basis and Legal Nature Article 1,053, §1 of the Civil Code provides: “Limited liability companies shall be governed subsidiarily by the rules applicable to simple partnerships. Where the articles of association are silent, the rules applicable to corporations shall apply.” This provision authorizes the subsidiary application of Article 118 of the Brazilian Corporations Law (Law No. 6,404/76), which governs shareholders’ agreements and serves as a model for quotaholders’ agreements. The legal nature of the quotaholders’ agreement is contractual, with a parassociative character, binding only the signatories on the matters stipulated therein. Unlike the articles of association, the agreement need not be filed with the Board of Trade to produce effects among the partners—unless its enforceability against the company or third parties is intended. 3. Purposes and Practical Advantages The quotaholders’ agreement aims to: Increase predictability in corporate decision-making; Establish clear rules on management, succession, and withdrawal; Avoid judicial disputes among partners; Preserve the culture and values of the family business; Protect corporate assets from external interference (e.g., spouses, uninvolved heirs). It is, therefore, a strategic governance instrument with significant practical utility. 4. Most Relevant Clauses in Quotaholders’ Agreements 4.1 Preemptive rights, lock-up, and non-transferability These clauses restrict or regulate the transfer of quotas, requiring the selling partner to offer their interest first to the other partners and imposing lock-up periods. 4.2 Tag-along and drag-along clauses These provide protection or impose obligations in corporate transactions, such as: Tag-along: grants minority partners the right to sell their quotas alongside the controlling partner;• Drag-along: allows the controlling partner to compel minority partners to sell jointly. 4.3 Succession rules and heir admission These clauses may condition heir entry on the approval of existing partners or establish alternatives such as: Payment of equity value (buyout); Maintenance of quotas under usufruct without voting rights. 4.4 Management rules and qualified quorums These allow for the establishment of quorums different from those set by law for the appointment of managers, approval of investments, profit distribution, among others. 4.5 Profit distribution policy and partner withdrawal These clauses define rules for voluntary withdrawal, penalties for breaches, lock-up periods, equity valuation procedures, and quota appreciation mechanisms. 5. Validity Limits and Relationship with the Articles of Association The quotaholders’ agreement may not contradict mandatory legal norms or explicit provisions of the articles of association. The prevailing doctrine and case law hold that: The agreement binds only its signatories; If filed with the Board of Trade, it may be enforceable against the company; It may not violate fundamental principles of corporate law, such as minimum quorums or arbitrary partner exclusions. It is recommended that the articles of association reference the existence of the agreement to enhance its binding force and predictability. 6. Case Law on the Validity and Enforceability of Quotaholders’ Agreements “The clause in a quotaholders’ agreement conditioning the entry of heirs on the approval of other partners is valid, provided it does not impair the right to receive the quota’s value.”( Court of Appeals of São Paulo, Civil Appeal No. 1007632-92.2021.8.26.0100, ruled on 03/17/2023 ) “The quotaholders’ agreement is binding among the signatories and, if registered, may bind the limited liability company under the agreed terms.” ( STJ, REsp 1.802.811/SP, Justice Ricardo Villas Bôas Cueva, ruled on 08/23/2021 ) 7. Best Practices for Drafting a Quotaholders’ Agreement Draft with the support of specialized legal counsel; Ensure consistency with the articles of association; Include clear, coherent, and enforceable clauses; Establish conflict resolution mechanisms (e.g., arbitration or mediation); Periodically update the agreement as the company evolves. Final Considerations The quotaholders’ agreement is a highly effective tool for conflict prevention, safeguarding private autonomy, and protecting business unity. Its responsible use enables partners to anticipate corporate matters that might otherwise compromise business continuity and trigger legal disputes among partners, heirs, or third parties. The strategic application of this instrument is especially valuable in family businesses, holding companies, and enterprises with multiple partners, contributing to sound, transparent, and stable governance.

This article analyzes the legal grounds, objective criteria, and applicable procedure for the expulsion of a partner for just cause in limited liability companies. Expulsion is an exceptional measure, allowed in cases of serious misconduct that render the continued partnership with the offending partner untenable. Based on Article 1,085 of the Brazilian Civil Code, this paper examines the distinction between judicial and extrajudicial expulsion, formal requirements, the rights of the expelled partner, and the procedural guarantees involved. Current case law and best contractual practices are also discussed as means to ensure legal certainty and prevent corporate disputes. In limited liability companies, the ties between partners often involve trust, reciprocity, and active collaboration in business management. When this relationship is broken due to harmful conduct by one of the partners, the continuity of the company may be jeopardized, requiring the adoption of drastic measures, such as expulsion for just cause. The Brazilian Civil Code, attentive to the need to preserve corporate stability and functionality, provides for the possibility of expelling a partner whose actions threaten the continuity of the business. However, such a measure must comply with strict legal requirements and guarantee the expelled partner’s right to a defense. This article analyzes the legal framework of expulsion for just cause, the circumstances under which it may be applied, the available methods (judicial and extrajudicial), as well as the rights of the expelled partner and the financial implications of the measure. 2. Legal Basis and Legal Nature of Expulsion Expulsion for just cause is governed by Article 1,085 of the Civil Code, which states: “Subject to the provisions of the articles of association, a partner may be judicially expelled from the company if he/she endangers the continuity of the business through acts of undeniable gravity.” This provision establishes the possibility of judicial expulsion, even if not expressly provided for in the articles of association, when the partner: Commits an act of undeniable gravity; Endangers the continuity of the company. Additionally, Article 1,085, sole paragraph, allows for extrajudicial expulsion, provided that: There is an express provision in the articles of association; The decision is approved by an absolute majority of the remaining partners; The accused partner is guaranteed the right of defense; The decision is made at a formally convened meeting. 3. Typical Cases of Just Cause for Expulsion The law does not provide an exhaustive list of acts that justify expulsion, leaving it to legal interpretation and case law to identify serious misconduct that warrants such action. Common grounds include: Misappropriation of company assets or funds; Breach of the duty of loyalty; Acts of unfair competition; Deliberate obstruction of business operations; Repeated breach of contractual or legal obligations; Abusive interference in management. The existence of just cause must be objectively and factually demonstrated; otherwise, the expulsion may be deemed null. 4. Extrajudicial Expulsion Procedure When provided for in the articles of association, extrajudicial expulsion must strictly follow the procedure below: Formal call for a partners' meeting with an agenda specifically including the expulsion decision; Guarantee of the accused partner’s right to be heard and to defend him/herself at the meeting; Approval of the expulsion by an absolute majority of the remaining partners (Art. 1,085, sole paragraph, Civil Code); Drafting of minutes and registration with the Board of Trade; Formal notice to the expelled partner. Case law has upheld extrajudicial expulsions when the procedure is duly followed and there is proof of just cause. 5. Judicial Action for Partner Expulsion In the absence of a contractual provision authorizing extrajudicial expulsion or where the required quorum is lacking, expulsion must be pursued through specific judicial action, under the main section of Article 1,085. In such cases: The partner is served and given the opportunity to present a defense; The plaintiff must prove the acts of undeniable gravity; A court ruling, after ensuring the right to a defense, will determine whether the expulsion is warranted. Case law recognizes that such rulings have constitutive effect, producing consequences ex nunc  (from the date of the decision). 6. Effects of Expulsion: Equity Valuation and Partner’s Rights Expelling a partner entails the compulsory withdrawal of their interest in the company, followed by an equity valuation as set out in the articles of association and Articles 1,031 and 1,034 of the Civil Code. The expelled partner is entitled to the value of their quotas; Valuation must follow the criteria in the articles of association or, in the absence thereof, be determined by judicial appraisal; Installment payment or penalty clauses may be stipulated; The partner's personal assets are not affected (unless liability for damages is established). 7. Relevant Case Law "Extrajudicial expulsion of a partner is permitted, provided it is stipulated in the articles of association and minimum guarantees of due process are observed, with approval by an absolute majority of the other partners." ( STJ, REsp 1.213.652/SP, Justice Nancy Andrighi, ruled on 10/24/2013 ) "Judicial expulsion of a partner requires clear demonstration of conduct that compromises business continuity, being an exceptional remedy with ex nunc effects." ( Court of Appeals of São Paulo, Appeal No. 1007826-33.2022.8.26.0100, ruled on 04/11/2023 ) 8. Best Practices to Prevent Corporate Disputes Include an explicit expulsion clause in the articles of association; Provide for objective criteria for equity valuation; Define clear rules in the shareholders’ agreement regarding management, withdrawal, and succession; Keep formal records of meetings, communications, and irregular conduct; Always seek consensual solutions before resorting to litigation. Final Considerations Expulsion of a partner for just cause is an exceptional measure and must be applied with caution, legal rigor, and technical justification. The company’s functionality and harmony cannot come at the expense of the partner's fundamental rights, which is why such measures must always be guided by proportionality, due process, and legal certainty. Preventive action, through well-drafted contractual clauses and solid governance, is the most effective way to avoid traumatic ruptures and to preserve the continuity of business operations.

This article addresses the legal aspects of succession planning in the business context, with a particular focus on family-owned companies. The absence of prior succession planning can compromise business continuity, generate disputes among heirs, and hinder strategic decision-making. The article analyzes the legal tools available—such as the family holding company, shareholders’ agreements, wills, and family governance protocols—highlighting the legal foundations, limitations, and best practices to preserve corporate stability and patrimonial unity. The objective is to demonstrate that succession planning is an essential tool for the longevity of family businesses. Succession of assets and ownership in family businesses is one of the greatest challenges of contemporary corporate law. In Brazil, most companies are family-run and directly dependent on the founding partner. The absence of a structured succession plan may result in legal disputes among heirs, operational paralysis, and even dissolution of the business. This article analyzes the legal instruments available to business owners to organize succession during their lifetime, focusing on business continuity, asset preservation, and prevention of family conflict. It addresses the implications of a partner’s death, heirs' participation in the company, the effects of probate, and mechanisms that provide predictability and security in business succession. 2. Succession Planning in the Business Context Succession planning consists of legal measures adopted during the lifetime of the asset holder with the goal of pre-organizing the transfer of assets and rights after death, avoiding the negative effects of traditional succession and contentious probate. In the business context, this planning is even more relevant, as the death of a partner can lead to: Conflicts between heirs and remaining partners; Legal proceedings for probate and freezing of ownership interests; Unwanted admission of heirs into the company; Management difficulties due to the fragmentation of corporate ownership. 3. Applicable Legal Instruments 3.1 Family Holding Company Forming a holding company to concentrate family assets and equity interests allows the assets to be managed by a legal entity, facilitating control and succession. It also provides potential tax benefits and asset protection. 3.2 Shareholders’ Agreement The shareholders’ agreement, governed by Article 1,053, §1 of the Civil Code and Article 118 of the Corporations Law, allows the parties to establish specific rules regarding: Heirs’ participation; Special voting quorums; Rights of first refusal; Profit distribution policy; Restrictions on the entry of third parties. 3.3 Will A will allows the testator to dispose of the freely disposable portion of their assets (up to 50%), including provisions granting heirs special powers or imposing conditions for entering business management. 3.4 Donations with Restrictive Clauses Donations of ownership interests may include: Inalienability  – prevents the sale; Imprescriptibility  – protects from personal creditors; Non-communicability  – excludes from division in divorce. 3.5 Family Protocol A non-mandatory governance instrument ( soft law ) through which family members agree on rules for business interaction and succession. It typically defines values, succession policies, criteria for entry into management, among other matters. 4. Corporate Law and Mortis Causa  Succession Article 1,028 of the Civil Code provides that in simple partnerships and limited liability companies, the death of a partner grants the heirs the right to: Remain in the company, if so provided in the articles of association; Receive compensation for the value of their ownership interest. The absence of a specific contractual clause may lead to the admission of unqualified heirs into the partnership, undermining corporate governance. It is advisable to include clauses that: Ensure preemptive rights to remaining partners; Condition permanence on technical qualification and approval by other partners; Establish objective criteria for ownership interest valuation. 5. Risks of Unplanned Succession The absence of succession planning can result in: Legal disputes among heirs; Business paralysis due to judicial freezing of ownership interests; Partial or total dissolution of the company; Dispersion of business assets; Difficulty in securing financing and ensuring operational continuity. “Succession planning is a preventive and organizational tool that protects the family business from patrimonial instability caused by mortis causa succession.” (TJSP, Civil Appeal No. 1007244-93.2022.8.26.0100, ruled on 04/12/2023) 6. Best Practices and Recommendations Periodically review the articles of association; Include specific succession clauses in the bylaws or articles; Formalize a shareholders’ agreement with succession provisions; Consider forming a holding company with structured governance; Provide legal guidance to heirs and partners about their responsibilities; Anticipate the distribution of management powers using technical and legal criteria. 7. Final Considerations Succession planning is essential to ensure the continuity of a family business, preserve the founder’s legacy, and reduce litigation in the succession process. Legal tools allow business owners to organize the transfer of assets and decision-making authority in life, with legal certainty and protection against conflict. The corporate attorney plays a key role in building a strategic succession plan, combining legal expertise, governance principles, and patrimonial vision. Successful generational transitions require more than good contracts—they require clarity, dialogue, and prevention.

This article analyzes the formation and use of family holding companies as a tool for asset and succession planning, focusing on the legality of asset protection and the legal risks associated with potential disregard of the legal entity. Although holding companies are legitimate mechanisms, there has been a growing misuse of this structure for shielding assets from creditors or concealing property. Based on civil legislation, case law, and contemporary legal doctrine, this article examines the limits of patrimonial autonomy and the precautions necessary to validate the corporate structure. Family holding companies have become one of the main legal instruments used by Brazilian entrepreneurs and families for asset organization, planned inheritance, and tax efficiency. This structure aims to centralize the ownership of assets or shares in other companies under a single legal entity held by members of the same family. Despite their legality and utility, holding companies have raised concerns when used improperly as a means of illegitimate asset shielding—especially when designed to avoid civil obligations or defraud judicial enforcement. This article aims to explore the legal foundations of holding companies, their limitations, and the risks of piercing the corporate veil when used abusively. 2. Concept and Purpose of a Family Holding Company A holding company, under Brazilian legal doctrine, lacks a specific statutory definition. The term derives from the English verb “to hold,” meaning “to keep” or “to retain.” Its primary function is to control assets and manage businesses or investments owned by a family group. Legitimate purposes include: Succession planning, avoiding traditional probate proceedings; Reduction of conflicts among heirs; Optimization of tax burden; Centralized management of real estate and financial investments; Legal and organizational protection of family assets. The formation of a holding company must comply with the Brazilian Civil Code (Articles 997 et seq.), including tax and accounting regularity, registration with the Board of Trade, and adherence to corporate law requirements. 3. Asset Protection: When Is It Legitimate? Asset protection through a holding company is legally permitted and widely accepted, provided the structure is transparent and serves a lawful purpose. Legitimate asset shielding occurs when: The company is duly incorporated and registered; There is a clear separation between personal and corporate assets; Assets are formally transferred to the holding company; Accounting records are maintained accurately and regularly; There is no fraudulent concealment or intent to defraud creditors. In this context, the holding functions as an organizational extension of the business family—not as a fraudulent mechanism. 4. Legal Limits and Risks of Piercing the Corporate Veil Article 50 of the Brazilian Civil Code provides for the piercing of the corporate veil in cases of abuse of legal personality, including misuse of purpose or asset commingling: “In the event of abuse of legal personality, characterized by misuse of purpose or asset commingling, the court may, upon request, extend liability to the personal assets of the administrators or partners of the legal entity.” In the holding context, the risks of veil piercing may arise from: Simulated transfers of assets or transfers without proper registration; Disorganized or informal asset management; Formation of the holding company only after debts have arisen; Mixing of funds and lack of accounting separation; Omission of relevant information in tax or civil enforcement actions. 5. Relevant Case Law Brazilian courts have upheld both the legitimacy of family holding structures and the lifting of the corporate veil in cases of abuse, as shown in the following decisions: “The establishment of a holding company for succession and tax purposes does not, in itself, constitute fraud on execution. However, if the intent to shield creditors or conceal assets is demonstrated, veil piercing is admissible.” (TJSP, Civil Appeal No. 1007247-92.2022.8.26.0100, judged on 08/16/2023)   “The mere creation of a legal entity to protect family assets does not justify veil piercing. Proof of asset commingling or misuse of purpose is indispensable.” (STJ, AgRg in AREsp 1.425.884/MG, Reporting Justice Marco Buzzi, judged on 10/06/2020)   6. Best Practices for Holding Formation and Management To ensure the validity of the holding company and avoid liability risks, the following best practices are recommended: Drafting a detailed articles of incorporation with governance and anti-dilution clauses; Formally registering the assets under the holding’s name, with proper accounting and tax documentation; Maintaining separate and consistent accounting records, with regular bookkeeping and financial statements; Implementing internal compliance procedures, particularly in linked operating companies; Structuring succession planning with clearly defined usufruct and management clauses. The adoption of these practices distances the company from any appearance of sham and reinforces the presumption of legality. 7. Final Considerations The family holding company is a legitimate and effective instrument for asset and succession planning, provided it is established with lawful intent and maintains a clear separation between personal and corporate assets. However, its improper use—especially when aimed at evading civil, tax, or labor obligations—may lead to the disregard of the legal entity, exposing the holding's or shareholders’ assets to enforcement actions. Legal professionals must guide clients in structuring holding companies with both formal and functional integrity, ensuring compliance, transparency, and proper documentation. Legitimate asset protection must be based on organization—not concealment.

This article analyzes the possibility of joint and several liability among companies that are part of the same economic group, based on corporate law, case law, and the principles of patrimonial autonomy and the social function of the company. The approach begins with the concept of corporate groups, distinguishes their types, and examines the material requirements that justify the extension of obligations among formally distinct legal entities. The article addresses the risks arising from asset commingling and coordinated actions among companies, as well as the limits imposed by due process on the imposition of joint and several liability. Modern business practice frequently involves organizational structures composed of multiple legal entities, formally or informally linked under common control or integrated management. This reality has triggered intense debate in the fields of corporate and procedural law regarding the admissibility of holding companies jointly and severally liable within the same economic group—especially in the context of default, fraud, or litigation involving external creditors. This article seeks to analyze the legal and jurisprudential foundations for extending liability across affiliated companies, examining the criteria that permit overriding patrimonial autonomy and justify joint liability, while remaining mindful of the limits imposed by the principle of legality and due process. 2. Economic Group: Concept and Typologies Brazilian legislation explicitly regulates formal economic groups through the Brazilian Corporations Law (Law No. 6,404/76), Articles 265 to 277. These provisions establish a contractual relationship and defined legal structure between parent companies and their subsidiaries. However, it is within legal practice that so-called de facto  economic groups emerge—comprising legally autonomous companies that operate under unified direction, shared operational structures, and overlapping interests. Courts and legal scholars recognize that such arrangements may warrant joint liability when material interdependence is established. 3. Grounds for Joint and Several Liability Among Companies Joint liability among companies within the same group does not arise automatically from a corporate relationship. Objective elements are required, such as: Unified management : common administration or centralized coordination of activities; Asset commingling : lack of accounting and financial separation between entities; Misuse of corporate structure : using separate entities to conceal assets, shield liability, or commit fraud against creditors; Economic subordination : functioning as satellite entities of a central company. In such scenarios, courts may disregard the legal autonomy of companies and impose joint and several liability, by analogy with Article 265 of the Corporations Law and via Article 50 of the Civil Code (piercing the corporate veil). 4. Current Case Law and Decision-Making Criteria The Superior Court of Justice (STJ) has consistently ruled that the mere existence of corporate ties or cross-shareholding is insufficient to justify joint liability. Concrete evidence of asset commingling, fraud, or abuse of corporate personality is required: “The mere existence of an economic group, without asset commingling or abuse of legal personality, does not justify the imposition of joint and several liability.” (STJ, AgRg in AREsp 689.965/SP, Reporting Justice Ricardo Villas Bôas Cueva, judged on 11/10/2015)   “Joint liability among companies of the same group requires proof of patrimonial interpenetration or coordinated conduct that violates legal autonomy.” (TJSP, Civil Appeal No. 1002378-91.2021.8.26.0100, judged on 06/14/2023) Thus, joint liability among companies is not presumed and requires robust evidentiary support. 5. Procedural Implications: Inclusion in the Proceeding and Due Process The inclusion of a group-affiliated company as a defendant in enforcement or judgment satisfaction proceedings requires a specific procedural mechanism, which may occur through: Incident of Piercing the Corporate Veil (Articles 133 to 137 of the CPC), when liability involves subjective elements; Or a request to extend the obligation , based on the theory of appearance, asset commingling, or economic group rationale—provided that adversarial proceedings and the right to a defense are preserved. Case law has required specific legal reasoning and documentary evidence of joint operations or shared assets. 6. Risks and Preventive Measures for Business Groups To avoid improper or unintended liability among companies within the same group, it is recommended to adopt the following: Strict accounting and asset separation; Independent corporate governance for each company; Avoid shared use of resources, personnel, or assets without formal contracts; Document the autonomy of strategic and operational decisions. These practices reinforce patrimonial separation and reduce the risk of court-imposed joint liability. 7. Final Considerations Joint and several liability among companies of the same economic group constitutes an exception to the principle of patrimonial autonomy and must be applied with caution to avoid legal uncertainty and violations of due process. Its admissibility depends on the demonstration of material and functional elements indicating coordinated and harmful conduct—not merely the existence of corporate links. Professional legal practice—whether in advisory or litigation settings—requires careful attention to applicable legal and jurisprudential criteria, as well as the adoption of sound business practices that preserve the individuality of each corporate entity, even within integrated structures.

This article analyzes the contours of corporate civil liability for acts committed by company agents and representatives, in light of the Brazilian Civil Code, current case law, and the principles of corporate theory. The focus lies on the limits of such liability, especially when acts exceed the authority granted, and on the employer’s duty to supervise the conduct of its agents. The systematic approach aims to clarify when a company is strictly liable for damages caused by its agents and the role of culpa in eligendo  and culpa in vigilando  in corporate liability. Modern corporate theory recognizes the inevitable multiplicity of legal relationships maintained by a business entity. Within this context, the delegation of authority to employees, managers, officers, and attorneys-in-fact is a common practice that enables the legal entity to operate in the marketplace. However, such delegation gives rise to a complex legal issue: the company’s liability for acts performed by its agents or representatives, particularly in situations resulting in harm to third parties. Brazilian civil law establishes strict liability in these cases, raising significant debate about the limits of attribution, the good faith of third parties, and the company’s duties of oversight and selection. This article seeks to clarify the legal and doctrinal parameters that govern this form of liability, with emphasis on corporate law. 2. Legal and Theoretical Foundations 2.1 Brazilian Civil Code – Liability for Acts of Third Parties The legal basis is found in Article 932, item III of the Civil Code: "The following are also liable for civil reparation: (...) III – employers and principals, for acts of their employees, servants, or agents, carried out in the course of their work or as a result thereof." This is complemented by Article 933: "The persons indicated in the preceding article shall be liable for the acts of the third parties referred to therein, even if there is no fault on their part." This provision imposes strict liability  on the employer/principal, meaning that liability exists regardless of direct fault, provided the damage arises from acts performed in the scope of, or as a result of, the work performed. 3. Concept of Agent and Representative An agent  is any person who acts on behalf of the employer in performing delegated tasks—such as employees, managers, supervisors, drivers, customer service personnel, among others. A representative  or attorney-in-fact is a person formally vested with powers to represent the company, such as legal proxies or officers with specific authority (including partners). What both roles share is that they act on behalf of the company and bind it legally before third parties—hence, their acts can give rise to civil liability for the company, including in cases of excess, when there is an apparent legitimacy of authority. 4. Limits of Corporate Liability Corporate liability requires the presence of the following elements: An act committed by an agent or representative; Damage caused to a third party; A functional link between the act and the company’s business activity; Performance of the act in the course of or due to the work relationship. Case law has established that companies may be held liable even for unlawful acts committed by their agents, when those acts arise from their role, even if they contradict internal company directives. Example: “The business entity is liable for moral damages caused by its employee to a consumer while performing their duties, even if the act contradicted internal orders.” (STJ, REsp 1.591.873/SP, Reporting Justice Nancy Andrighi, judged on 05/09/2017) 5. Culpa in Vigilando  and Culpa in Eligendo Doctrine recognizes two classical grounds for employer liability: Culpa in eligendo  (fault in selection): the negligent hiring of an agent (e.g., employing someone without proper qualifications or with a history of misconduct); Culpa in vigilando  (fault in supervision): failure to adequately oversee the agent’s actions, allowing harm to occur. Although the Civil Code imposes strict liability  on the company (eliminating the need to prove fault), analyzing these concepts remains relevant to qualify corporate conduct, potentially impact the amount of damages, or establish contributory negligence. 6. Exceeding Authority and the Good Faith of Third Parties A company may also be held liable when an agent acts beyond their authority, if the following are present: Appearance of legitimacy; Good faith of the contracting or injured third party; Functional connection between the agent and the company. This results from the theory of appearance , widely adopted in Brazilian case law: “The misconduct of an agent does not eliminate the company’s strict liability, provided the act was performed under the appearance of authority and generated legitimate reliance by the third party.” (TJSP, Civil Appeal No. 1007244-22.2021.8.26.0100, judged on 10/17/2023)   7. Final Considerations Corporate liability for acts of agents and representatives reflects the theory of enterprise risk  and the social function of economic activity . The legal system imposes on companies the duty to select, supervise, and assume responsibility for those acting on their behalf—even when the act was not explicitly authorized. Preventive measures, such as compliance programs, internal controls, and employee training, are the most effective strategies to reduce legal risks and preserve corporate credibility. Legal practitioners must understand that proving fault is not necessary to establish liability; it is sufficient to demonstrate a functional connection  and that the act was carried out in the scope of work. This legal reality demands a technical and strategic perspective in advising businesses and representing victims of abusive conduct.