Následky porušení povinností ze smlouvy o výkonu funkce a jejich vymáhání: limity odpovědnosti člena orgánu a limity smlouvy o vypořádání
Consequences of the Breach of Management Contract and its Enforcement: Restricting of the Responsibility of a Member of Business Corporation´s Body and the Limits of the Agreement on the Settlement

Summary/Abstract: A member of a business corporation’s body is responsible both for the due execution of his function and for the damages caused by a breach of the duty of care and of the duty of loyalty. The purpose of this paper is to examine the restriction of such responsibility by a way of an agreement on the settlement, which is connected with a damage already suffered. When restricting responsibility by such an agreement, the crucial issue is whether the agreement is covered by the Art. 2898 of the Civil Code and thus settling damages by waiving the whole debt is possible at all. Even if it is the case that the manner of the settlement is not limited by the Art. 2898 of the Civil Code, other restrictions to a reciprocal settlement may apply. It is thus especially important to establish whether there is a possibility of a protection of third parties or of persons in a weaker position, because it is these persons whom a settlement agreement concluded between a member of a body and a company would affect.

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