Abstract

The commented judgment concerned liability of board members for company’s tax arrears. According to Art. 116 of the Taxation Act there are two premises excluding liability of such persons if execution against company’s assets proves to be fully or partially ineffective. Board members shall not be liable when it is shown that a petition for bankruptcy was filed within the prescribed timeframe, or if it is shown that they are not responsible for failure to file a petition in bankruptcy.

From this rule the Supreme Administrative Court inferred that a necessary condition for establishing the responsibility of board members is failure to file a petition in bankruptcy. The Court argued that if a petition was filed, but at a wrong time, board members are always liable for company’s arrears. Although the Court based its interpretation on the literal interpretation of the rule – in fact the term „within the prescribed timeframe” appears only in the first premise – such interpretation is inacceptable as it does not take into consideration the context.

The proposed meaning must not be treated as a proper outcome of literal interpretation, and moreover it completely ignores the aspects of systematic and functional interpretation guidelines. This finding, as presented above, falsifies the main argument of the court – that the interpretation presented in the judgment is clear and indisputable.

The meaning of the second premise must not be treated as completely independent from the first one – it is a part of an enumeration in the context of which it should be interpreted. The enumeration is based on exclusive disjunction of the two premises and should be treated as complementary, not independent. The first one is applicable when a petition for bankruptcy was filed within the prescribed timeframe, and the other is applicable in case of no responsibility for non-fulfillment of the first premise.

The choice between the two potential meanings of the interpreted rule should be based on its non-literal aspects: firstly, the relationship between Art. 116 of the Taxation Act and other rules and principles of the Polish legal system, especially those stipulated in the Constitution; secondly, the function of the interpreted rule and its potential impact. The interpretation adopted by the Court leads to inadequate and unequal treatment of board members who could not file a petition in bankruptcy because it had been filed before they were even appointed to their positions. Such an interpretation is contrary to the ad impossibilia nemo obligatur principle. In order to become absolved a board member should file petition that had already been filed. The interpretation adopted by the Court breaches the constitutional principle of confidence in the actions of state authorities, is disproportionate and unjust. It results in creating a gap in the legal system discriminating a group of addressees of the rule.

The overall conclusion is that the Court should have chosen between two potential literal meanings of the interpreted rule, but failed to do so – it presented an arbitrary and selective interpretation. Such a strategy was caused by escaping to formalism – the easiest way to solve problematic cases – easiest for the Court, but damaging for citizens and destructive for the legal system.