About the Just Cause of the Revocation of a Mandate Contract

• Author: Angelica Rosu
• Pages: 75-79

Legal Sciences in the New Millennium

75

About the Just Cause of the Revocation of a Mandate Contract

Angelica Rosu1

Abstract: We hereby propose to identify the limits where it can be assessed as just cause of the revocation of

a mandate contract, as it is stipulated by the provisions of art. 1431, paragraph (4) from Law no. 31/1990,

being known that the revocation without just cause of the mandatory (administrator / director of the Board of

Directors) entitles him/her to payment of damages. The anal ysis starts from jurisprudence solutions and it has

been necessary as the problem has been treated differently in practice, this collocatio n “just cause” being

interpreted either restrictively, by reporting only to the mandatory, or extensively, by reporting to the

subjective – objective resorts of the mandator.

Keywords: mandate contract; revocation; jurisprudence

I. We hereby propose to identify the limits where it can be assessed as just the cause of the revocation

of a mandate contract, as it is stipulated by the provisions of art. 1431, paragraph (4) from Law no.

31/1990, being known that the revocation without just cause of the mandatory (administrator / director

of the Board of Directors) entitles him/her to payment of damages.

The aspects under analysis start from a different interpretation of the legal provisions which regulate

the possibility to grant some damages in case the mandate given to the administrator of a company,

respectively to the Director of the Board of Directors, is revoked before the expiration of the term

contractually convened.

II. Accordingly, it is known the fact that, according to art. 1431 from Law no. 31/1990, “the directors

can be anytime revoked by the Board of Director. Is case the revoking comes without just cause, the

director under discussion is entitled to payment of some damages”.

This provision of the special law is corroborated with the provisions from Title III entitled

“Companies’ activity” of Law no. 31/1990 on companies, namely with the provisions of art. 72,

according to which: “the obligations and the responsibilities of the administrators are regulated by the

provisions regarding the mandate and by those especially provided by this law”.

Next, the provisions of the general law, Law no. 287 / 2009 regarding the Civil Code, respectively art.

1914, paragraph (2), show that: “the administrator can be revoked according to the rules from the

mandate contract, in case it is not provided otherwise in the company contract”.

Art. 2032, paragraph (2), Civil Code, provides that “when the parties declared the mandate

irrevocable, the revoking is considered to be unjustified in case it is not determined by the fault of the

1 Associate Professor, PhD, Faculty of Law, “Danubius” University of Galati, Romania. Address: 3 Galati Blvd, 800654

Galati, Romania. Tel.: +40.372.361.102, fax: 40.372.361.290, Corresponding author: rosuangelica@univ-danubius.ro.