Blog articles #Legal

In the case of a gift, the donor transfers the ownership of an object to the donee free of charge, with the possibility of reclaiming it under certain circumstances.

One of the legal bases for reclaiming a gift is if the donor needs it for his/her subsistence. It is important to note that only the gift still existing can be recovered and only if its return does not endanger the subsistence of the donee. The donee is not obliged to return the gift even if the donor adequately provides for the donor's subsistence by means of an annuity or maintenance in kind.

The gift may also be recovered for a serious infringement committed by the donee or a relative living with the donee at the expense of the donor or a close relative. In addition to the above, it is also possible to claim not only the existing gift, but also the value of the value of the gift that has been replaced. 

A serious breach of a criminal offence or a breach of a legal obligation is considered to be a serious breach, provided that a final court or administrative decision is not a prerequisite for the claim to be enforceable, but the mere deterioration of the relationship between the parties or the lack of respect for the donor is not sufficient.

 The gift cannot be recovered if the gift or the value substituted for it is no longer present at the time the infringement was committed.

Finally, the donor can also claim the gift back if he or she has subsequently made the gift on the basis of a presumption that has been permanently frustrated, without which the gift would not have been made. Three conditions must be considered in this context: (i) the transaction was based on a presumption; (ii) without the presumption the transaction would not have been concluded; (iii) the presumption was subsequently permanently frustrated. In the examination, the circumstances surrounding the gift must be carefully weighed, for example, 'the relationship which existed between the donor and the donee before the gift was made is of great importance; the value of the object of the gift must also be examined, and in connection with this whether the gift is so significant that it may be reasonably inferred that the donor was in fact induced to make the gift by the presumption which he had put forward' [PK. 76]. 

The gift cannot be recovered or the value substituted for the gift cannot be claimed if the failure of the assumption on which the gift was based was caused by the donor's wrongful conduct.

The gift can never be reclaimed at the normal rate, but it can never be reclaimed even if the gift-giver has forgiven the offence. Forgiveness or waiver of reclaiming is when the gift-giver does not reclaim the gift after a long period of time without good cause.

Dr. György Zalavári LL.M.
Ecovis Zalavári Legal Hungary
Lawyer | Mediator | Corporate Law and Data Protection Specialist
gyorgy.zalavari@ecovis.hu

The provisions of Act XXXIX of 2023 amending Act CLXXVI of 2013 on the transformation, merger and division of certain legal entities, and amending Act XXXIX of 2023 on the amendments to the law in order to increase the competitiveness of the economy have created a new legal possibility in company law in relation to the transformation of companies.

 The provisions of the Civil Code (Civil Code), the Companies Act (Companies Act) and the Accounting Act (Accounting Act) have also been amended accordingly in connection with the rules of this new legal institution of transformation.

 A spin-off is effected by the survival of the original legal entity and the creation of a successor company with certain assets, of which the original legal entity becomes the sole member. The original company thus becomes the parent company of the new company. 

In the case of a demerger, the court will not remove the original going concern from which the company being demerged is being removed from the register when the demerger is registered.

 In the case of a demerger, only the original, predecessor company can change ownership, so only a preliminary assessment is required to determine whether a new member will join or whether a former member will cease to be a member of the company.

 In the case of a separation, all members of the original legal entity remain members of the predecessor company, unless they cease to be members at the time of the separation.

In determining the subscribed capital of the remaining legal person, the shareholding of the legal person created by the divorce shall not be taken into account.

It is important to note that a demerger cannot be interpreted as a transformation of a beneficiary, and therefore a liability to pay duty may arise in relation to tangible assets that are transferred in return for consideration in the process.

It is interesting to note that a demerger is an exception to the prohibition of division in the case of public limited companies.

Dr. György Zalavári LL.M.
Ecovis Zalavári Legal Hungary
Lawyer | Mediator | Corporate Law and Data Protection Specialist
gyorgy.zalavari@ecovis.hu

Arbitration is a legal process used to settle disputes whereby two or more parties agree in a contract in advance or in writing at the outset of a dispute to try to resolve their dispute not through the traditional court system, but before an adjudicative body independent of the state, an arbitral tribunal. These arbitration procedures are usually based on predetermined rules set by the industry, chambers, professional or other organisations.

What can be the advantages of arbitration? Speed and efficiency: traditional court proceedings can often be lengthy and take a long time to conclude a case. Arbitration is often much quicker, as the procedural rules are simpler and more flexible, and there are typically no legal remedies, with only exceptional and narrowly tailored cases for review of arbitral awards through the traditional court system.This single-stage, faster procedure can also have the advantage of reducing the time that businesses have to endure financial and business uncertainty in a dispute

Specialised expertise: parties often choose an arbitral tribunal whose members are experts in a particular field or industry, this ensures that the case is heard by people who are familiar with the field and the specific legal and professional issues involved.

Exclusion of the public:Arbitration proceedings usually arise in specialised business cases, where the information that can be obtained is often confidential and constitutes a trade secret. Businesses often prefer this procedure, as traditional court proceedings are essentially open to the public, with a closed hearing only being ordered by the presiding judge on specific request.

Cost-effectiveness: although in some cases the costs of arbitration are high, in general the lack of legal remedies means that in the longer term it may ultimately cost less time and money than traditional court proceedings.

Flexibility and customisation: arbitration gives the parties the possibility to design their own procedural rules and systems. This allows the procedure to be flexible and offer a solution tailored to the needs of the parties. International legal and business agreements: international legal matters and international business transactions often involve parties from different countries. Arbitration allows them to agree to settle the dispute in a third country or internationally, thus avoiding possible legal conflicts.

Enforceability: when an arbitral tribunal makes a decision on a case, that decision usually has the same legal force and enforceability as a traditional court decision. Dr. György Zalavári points out that the Bar Association also provides the possibility for the parties to hire lawyers instead of the court to conduct an ad hoc arbitration in disputes, and even provides appropriate procedural model rules for this purpose.

Dr. György Zalavári points out that the Bar Association also provides the possibility for the parties to hire lawyers instead of the court to conduct an ad hoc arbitration in disputes, and even provides appropriate procedural model rules for this purpose.

Accordingly, in case of dispute, the parties concerned can obtain an enforceable judgment by not using the court but by asking the lawyers acting as arbitrators. Arbitration is therefore a flexible and effective legal instrument that offers many advantages to the parties. However, it is important to understand that arbitration procedures have their own limitations and risks and that all circumstances must be taken into account according to the particular case and the parties' own needs.

Dr. György Zalavári LL.M.
Ecovis Zalavári Legal Hungary
Lawyer | Mediator | Corporate Law and Data Protection Specialist
gyorgy.zalavari@ecovis.hu