Legal Transactions and Legal Responsibility of Juristic Persons after Recodification of Czech Private Law
Abstract
Recodification of private law in the Czech Republic resulted in fundamental changes regarding legal acts as well as responsibility (liability) of juristic persons. Indeed, when the Civil Code entered into effect in 2014, the concept of a juristic person entirely changed, as follows both from the explanatory memorandum and from the actual wording of the Civil Code, i.e. especially Section 151 (1) of the Civil Code, according to which "[the law] provides, or the [founding] juridical act determines, the manner and scope in which members of a [juristic] person make decisions for and replace the will of the [juristic] person".
If the governing body of a juristic person replaces (through its own will) the will of the juristic person, then it can be inferred from the legislature's intention expressed in the explanatory memorandum, as well as from the linguistic and systematic interpretation of Section 151 of the Civil Code that a juristic person, in fact, lacks its own will. This however, has a fundamental impact on the construction of legal acts performed by the juristic person and also of its potential unlawful conduct and liability.
This is also closely related to the issue of the capacity of a juristic person to be liable for wrongs. Indeed, it follows from Section 24 of the Civil Code that a human being is liable for his/her conduct provided that he or she is capable of assessing and controlling his/her conduct.
It can be inferred from the above that liability, in the true sense of the word, can only be borne by a human being - natural person - since only a human being has his/her own reason and will. This construct can then cause doubts regarding the capacity of a juristic person to be liable for a wrong (ex delicto) and its position as a subject of liability under private law.
For this very reason, the present monograph aims to answer the question of how juristic persons can perform legal acts (i.e. engage in legal conduct) and in what way they can potentially become legally liable (not only for their conduct) under the Czech laws. This is reflected in its structure and arrangement of the individual chapters.