Judgment of the Supreme Court of Ukraine in the case 757/1469/16-c dated 16 March 2026

RESOLUTION

IN THE NAME OF UKRAINE

16 March 2026, Kyiv

case No. 757/1469/16-ts, proceedings No. 61-16263sv25

The Supreme Court, composed of a panel of judges of the Third Judicial Chamber of the Civil Cassation Court:

O. M. Sytnik (judge-rapporteur), V. M. Ihnatenko, I. M. Falovska,

having considered in a preliminary court session the cassation appeals of the representative of Private Joint-Stock Company “Devon” – attorney Artem Hennadiiovych Vitsenko against the ruling of the Pecherskyi District Court of Kyiv of 30 June 2025 and the ruling of the Pecherskyi District Court of Kyiv of 12 September 2025, rendered by Judge I. V. Hryhorenko, and the resolution of the Kyiv Court of Appeal of 17 December 2025, rendered by a panel of judges composed of M. A. Yavorskyi, T. Ts. Kashperska, V. O. Finaheiev,

in the case on the motion of Joint-Stock Company “Polskie Górnictwo Naftowe i Gazownictwo S.A.” for leave to enforce the award of the Arbitration Court at the National Chamber of Commerce and Industry in Warsaw of 15 May 2014 in case No. SA 219/13, and

ESTABLISHED:

Summary of the applications for substitution of the judgment creditor and for review of the ruling on the basis of newly discovered circumstances

By the award of the Arbitration Court at the National Chamber of Commerce and Industry in Warsaw of 15 May 2014 in case No. SA 219/13, there were recovered from Private Joint-Stock Company “Devon” (hereinafter – PrJSC “Devon”) in favour of Joint-Stock Company (hereinafter – JSC) “Polskie Górnictwo Naftowe i Gazownictwo S.A.” USD 10,053,304.17, as well as contractual interest at the rate of 16% from the date of filing the claim, that is, from 30 September 2013 until the day of payment; procedural costs in the arbitral tribunal in the amount of PLN 295,136.00, including the costs of representation in the proceedings in the maximum amount under the rules of the Arbitration Court at the National Chamber of Commerce and Industry in Warsaw in the sum of PLN 20,000.00.

By the ruling of the Pecherskyi District Court of Kyiv of 23 October 2019 in case No. 757/1469/16-ts, upheld by the resolution of the Kyiv Court of Appeal of 8 July 2020 and the resolution of the Supreme Court of 23 December 2020, the motion of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” for leave to enforce the award of the Arbitration Court at the National Chamber of Commerce and Industry in Warsaw of 15 May 2014 in case No. SA 219/13 was granted. The award of the Arbitration Court at the National Chamber of Commerce and Industry in Warsaw of 15 May 2014 in case No. SA 219/13 was recognised and leave was granted for its compulsory enforcement.

In March 2025, JSC “Orlen” (Orlen S.A.) applied to the court with an application for substitution of a party in the writ of execution of the Pecherskyi District Court of Kyiv in case No. 757/1469/16-ts on the motion of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” for leave to enforce the award of the Arbitration Court at the National Chamber of Commerce and Industry in Warsaw of 15 May 2014 in case No. SA 219/13, in which it asked the court to substitute the judgment creditor – JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” with its legal successor – JSC “Orlen” (Orlen S.A.). The application was reasoned by the fact that the legal successor of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” is JSC “Orlen” (Orlen S.A.). According to the information in the register of entrepreneurs as at 2 September 2024, it contains information on the merger by way of acquisition of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” by JSC “Orlen” (Orlen S.A.).

In June 2025, the representative of PrJSC “Devon” – attorney A. H. Vitsenko applied to the court with an application for review, on the basis of newly discovered circumstances, of the ruling of the Pecherskyi District Court of Kyiv of 23 October 2019 in case No. 757/1469/16-ts, in which he asked the court to set aside the ruling of the Pecherskyi District Court of Kyiv of 23 October 2019 in case No. 757/1469/16-ts and to set aside the additional decision of the Pecherskyi District Court of Kyiv of 22 January 2020.

The application was reasoned by the fact that the circumstances material to the case are that granting leave for the compulsory enforcement of the arbitral award against a Ukrainian company – PrJSC “Devon” in favour of a foreign non-resident company violates public policy, since it would be regarded as a withdrawal of capital (funds) outside Ukraine, which, within the meaning of the said ground, would also affect the established principles of functioning of the financial system under martial law.

Summary of the decisions of the courts of first and appellate instance

On 30 June 2025, by the ruling of the Pecherskyi District Court of Kyiv, the application of JSC “Orlen” (Orlen S.A.) was granted. The judgment creditor – JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” was substituted with its legal successor – JSC “Orlen” in the writ of execution of the Pecherskyi District Court of Kyiv in civil case No. 757/1469/16-ts on the motion of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” for leave to enforce the award of the Arbitration Court at the National Chamber of Commerce and Industry in Warsaw of 15 May 2014 in case No. SA 219/13.

On 12 September 2025, by the ruling of the Pecherskyi District Court of Kyiv, the application

of PrJSC “Devon” for review, on the basis of newly discovered circumstances, of the ruling of the Pecherskyi District Court of Kyiv of 23 October 2019 in case No. 757/1469/16-ts was left without consideration.

On 17 December 2025, by the resolution of the Kyiv Court of Appeal, the appeal of PrJSC “Devon” was dismissed. The ruling of the Pecherskyi District Court of Kyiv of 30 June 2025 and the ruling of the Pecherskyi District Court of Kyiv of 12 September 2025 were upheld.

As regards the substitution of the judgment creditor, the court decisions are reasoned by the fact that the Current Extract KRS No. 0000028860 from the register of entrepreneurs as at 2 September 2024, namely Section 4 “Information on merger, division or transformation”, contains information on the merger by way of acquisition of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” by JSC “Orlen” (Orlen S.A.). JSC “Orlen” (Orlen S.A.) is the legal successor of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” in respect of the right of claim under the writ of execution of the Pecherskyi District Court of Kyiv in case No. 757/1469/16-ts on the motion of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” for leave to enforce the award of the Arbitration Court at the National Chamber of Commerce and Industry in Warsaw of 15 May 2014 in case No. SA 219/13, and therefore the application for substitution of a party in the writ of execution is to be granted.

As regards the review, on the basis of newly discovered circumstances, of the ruling of the Pecherskyi District Court of Kyiv of 23 October 2019, the courts concluded that the court ruling which the debtor’s representative asks the court to review on the basis of newly discovered circumstances and to set aside on the basis of Article 423(2)(1) of the Civil Procedure Code of Ukraine (hereinafter – the CPC of Ukraine) entered into legal force on 8 July 2020. Article 424(2) of the CPC of Ukraine provides that, taking into account the provisions of part one of this Article, an application for review of a court decision on the basis of newly discovered or exceptional circumstances may be filed: 1) on the ground specified in Article 423(2)(1) of this Code – no later than three years from the date on which such court decision entered into legal force. The representative of PrJSC “Devon” – attorney A. H. Vitsenko applied to the court with an application for review of the ruling of the Pecherskyi District Court of Kyiv of 23 October 2019 on the basis of newly discovered circumstances only on 19 June 2025, that is, after the lapse of five years from the date on which the court ruling entered into legal force, and therefore, taking into account the provisions of Article 126(2) of the CPC of Ukraine, the said application must be left without consideration.

Summary of the claims of the cassation appeals

In December 2025, the representative of PrJSC “Devon” – attorney A. H. Vitsenko filed with the Supreme Court a cassation appeal against the ruling of the Pecherskyi District Court of Kyiv of 30 June 2025 and the resolution of the Kyiv Court of Appeal of 17 December 2025, in which he asked that they be set aside and that the application for substitution of the judgment creditor be refused.

In December 2025, the representative of PrJSC “Devon” – attorney A. H. Vitsenko filed with the Supreme Court a cassation appeal against the ruling of the Pecherskyi District Court of Kyiv of 12 September 2025 and the resolution of the Kyiv Court of Appeal of 17 December 2025, in which he asks that they be set aside and that the case be remitted to the court of first instance for continued consideration.

Arguments of the person who filed the cassation appeals

The cassation appeal concerning the substitution of the judgment creditor is reasoned by the fact that the extract KRS No. 0000028860 from the register of entrepreneurs states that the legal successor of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” is “Polski Koncern Naftowy Orlen S.A.”, and not JSC “Orlen” (Orlen S.A.). The courts’ conclusions on the substitution of the judgment creditor are premature. JSC “Orlen” (Orlen S.A.) ought to have provided an extract from the register of entrepreneurs of the Republic of Poland concerning JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” and JSC “Orlen” (Orlen S.A.), apostilled in the manner prescribed by law, with a translation into Ukrainian. PrJSC “Devon” filed a corresponding motion for the requisition of evidence, but the court did not resolve it. In addition, only a transfer deed is the sole and sufficient evidence of the continuity of rights and obligations in relations with counterparties, creditors, employees and state authorities. Under the provisions of Article 499 §1 and §4 of the Commercial Companies Code of the Republic of Poland, in the event of a merger or acquisition of companies, a merger plan is drawn up, which has the mandatory form of a written document signed by the representatives of both parties. The courts disregarded the arguments of PrJSC “Devon” on the need to requisition the documents on the basis of which changes to the information on the judgment creditor were entered in the register of entrepreneurs of the Republic of Poland.

The cassation appeal concerning the review, on the basis of newly discovered circumstances, of the ruling of the Pecherskyi District Court of Kyiv of 23 October 2019 is reasoned by the fact that the local court left the application for review of the ruling on the basis of newly discovered circumstances without progress, the applicant (debtor) remedied the deficiencies indicated by the court in the ruling, but the court erroneously applied Article 126(2) of the CPC of Ukraine instead of deciding on opening (refusing to open) proceedings in accordance with Article 185 of the CPC of Ukraine, the provisions of which the court had initially chosen to apply. The provisions of the CPC of Ukraine do not give the court the possibility or the power to leave an application for review of a court decision on the basis of newly discovered circumstances without consideration if it has already been left without progress, the applicant has remedied the deficiencies indicated by the court, and proceedings on the application have not been opened.

Both cassation appeals contain arguments that the electronic version of the resolution of the court of appeal is signed by only one judge.

Position of the other participants in the case

In its responses to the cassation appeal, JSC “Orlen” (Orlen S.A.) states that in the ruling leaving without consideration the application for review, on the basis of newly discovered circumstances, of the ruling of the Pecherskyi District Court of Kyiv of 23 October 2019, the court did not decide the issue of the time limit. Article 424(2) of the CPC of Ukraine provides that, taking into account the provisions of part one of this Article, an application for review of a court decision on the basis of newly discovered or exceptional circumstances may be filed: 1) on the ground specified in Article 423(2)(1) of this Code – no later than three years from the date on which such court decision entered into legal force. Such time limit is preclusive and is not subject to renewal. The representative of PrJSC “Devon” – attorney A. H. Vitsenko applied to the court with an application for review of the ruling of the Pecherskyi District Court of Kyiv of 23 October 2019 on the basis of newly discovered circumstances only on 19 June 2025, that is, after the lapse of five years from the date on which the court ruling entered into legal force, and therefore, taking into account the provisions of Article 126(2) of the CPC of Ukraine, the courts reasonably left such application without consideration.

The Current Extract KRS No. 0000028860 from the register of entrepreneurs as at 2 September 2024, namely Section 4 “Information on merger, division or transformation”, contains information on the merger by way of acquisition of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” by JSC “Orlen” (Orlen S.A.). This document is notarised, apostilled and translated into Ukrainian in the manner prescribed by law. A merger of companies may be considered completed only after such fact has been registered and the corresponding information has been entered in the commercial register, which was done. Under Article 494 § 1 of the Commercial Companies Code of the Republic of Poland, the acquiring company or the newly formed company, as from the day of the merger, acquires all the rights and obligations of the acquired company or of the companies merging by way of formation of a new company. As a result of the merger by way of acquisition of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.”, JSC “Orlen” (Orlen S.A.) acquired all the rights and obligations of the latter.

Factual circumstances of the case established by the courts

By the award of the Arbitration Court at the National Chamber of Commerce and Industry in Warsaw of 15 May 2014 in case No. SA 219/13, there were recovered from PrJSC “Devon” in favour of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” USD 10,053,304.17, as well as contractual interest at the rate of 16% from the date of filing the claim, that is, from 30 September 2013 until the day of payment; procedural costs in the arbitral tribunal in the amount of PLN 295,136.00, including the costs of representation in the proceedings in the maximum amount under the rules of the Arbitration Court at the National Chamber of Commerce and Industry in Warsaw in the sum of PLN 20,000.00.

By the ruling of the Pecherskyi District Court of Kyiv of 23 October 2019 in case No. 757/1469/16-ts, upheld by the resolution of the Kyiv Court of Appeal of 8 July 2020 and the resolution of the Supreme Court of 23 December 2020, the motion of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” for leave to enforce the award of the Arbitration Court at the National Chamber of Commerce and Industry in Warsaw of 15 May 2014 in case No. SA 219/13 was granted. The award of the Arbitration Court at the National Chamber of Commerce and Industry in Warsaw of 15 May 2014 in case No. SA 219/13 was recognised and leave was granted for its compulsory enforcement.

By the ruling of the Pecherskyi District Court of Kyiv of 22 January 2020 on the correction of a clerical error, a correction was made to the operative part of the ruling of the Pecherskyi District Court of Kyiv of 23 October 2019 in case No. 757/1469/16-ts, setting out the third paragraph as follows: to recover from PrJSC “Devon” in favour of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” a debt in the sum of USD 10,053,304.17 together with contractual interest at the rate of 16% (from the date of filing the claim, that is, 30 September 2013, until the day of payment).

On 22 January 2020, by an additional decision of the Pecherskyi District Court of Kyiv, a writ of execution was issued for the recovery from PrJSC “Devon” in favour of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” of a debt in the sum of USD 10,053,304.17 together with contractual interest at the rate of 16% (from the date of filing the claim, that is, 30 September 2013, until the day of payment) and procedural costs in the arbitral tribunal in the amount of PLN 295,136.00.

On 17 November 2021, the Pecherskyi District Court of Kyiv issued a writ of execution in case No. 757/1469/16-ts.

Position of the Supreme Court

The cassation proceedings in the case were opened on the ground provided for in Article 389(1)(2) of the CPC of Ukraine.

Under Article 389(1)(2) of the CPC of Ukraine, participants in the case, as well as persons who did not take part in the case if the court decided on their rights, freedoms, interests and (or) obligations, have the right to appeal in cassation the rulings of the court of first instance specified in items 3, 6, 7, 15, 16, 22, 23, 27, 28, 30, 32 of Article 353(1) of this Code, after their review on appeal.

The grounds for cassation appeal against the court decisions specified in items 2, 3 of part one of this Article are the court’s incorrect application of the rules of substantive law or violation of the rules of procedural law (Article 389(2) of the CPC of Ukraine).

Under Article 400(1) and (2) of the CPC of Ukraine, when reviewing court decisions in cassation, the court of cassation instance, within the limits of the arguments and claims of the cassation appeal that became the basis for opening the cassation proceedings, verifies the correctness of the application by the court of first or appellate instance of the rules of substantive or procedural law and may not establish or (and) consider proven circumstances that were not established in the decision or were rejected by it, or decide on the reliability or unreliability of any particular evidence or on the superiority of some evidence over other evidence.

The Supreme Court, composed of a panel of judges of the Third Judicial Chamber of the Civil Cassation Court, having examined the case materials and verified the arguments of the cassation appeals and the responses, concluded that the cassation appeals are not to be allowed on the following grounds.

Reasons on which the Supreme Court relies and the rules of law applied

On the court’s consideration of the application of JSC “Orlen” (Orlen S.A.) for substitution of the judgment creditor in the writ of execution

The substitution of a participant in the case by a legal successor is carried out on the basis of Article 55 of the CPC of Ukraine, which governs matters of procedural succession.

Under Article 55(1) of the CPC of Ukraine, in the event of the death of a natural person, the termination of a legal entity, the substitution of a creditor or debtor in an obligation, as well as in other cases of substitution of a person in the relations in respect of which the dispute arose, the court joins to the case the legal successor of the relevant party or third party at any stage of the court proceedings.

Procedural succession is the transfer of procedural rights and obligations from one person to another. The emergence of procedural succession is directly connected with the transfer of substantive rights between such persons. The substitution of a party by a legal successor occurs, as a rule, in cases of a change of the subject of a right or obligation in a legal relationship, when the new subject of the right (claimant, respondent or third party) assumes, in whole or in part, the rights or obligations of the predecessor. For procedural succession to arise, it is necessary to establish the fact of the transfer of the predecessor’s substantive rights to the person (resolution of the Grand Chamber of the Supreme Court of 10 September 2025 in case No. 369/13444/20).

Procedural succession (Article 55 of the CPC of Ukraine) is derived from substantive succession and follows from the legal facts of succession (substitution of a party in substantive legal relations by its legal successor). It is the transfer of the procedural rights and obligations of a party to the case to another person in connection with the withdrawal of the person from the disputed substantive legal relations.

Under Article 509(1) of the Civil Code (hereinafter – the CC) of Ukraine, an obligation is a legal relationship in which one party (the debtor) is obliged to perform a certain action in favour of the other party (the creditor) (to transfer property, perform work, provide a service, pay money, etc.) or to refrain from a certain action, and the creditor has the right to demand that the debtor perform its obligation. The parties to an obligation are the debtor and the creditor (Article 510(1) of the CC of Ukraine).

The legislation provides for the procedure and grounds for the substitution of a party (debtor or creditor) in an obligation.

Under Article 104(1) of the CC of Ukraine, a legal entity is terminated as a result of reorganisation (merger, acquisition, division, transformation) or liquidation. In the event of reorganisation of legal entities, property, rights and obligations pass to the legal successors.

Under Article 512(1) of the CC of Ukraine, a creditor in an obligation (except in the cases provided for by Article 515 of the CC of Ukraine) may be substituted by another person as a result of, in particular, legal succession, and under Article 514 of this Code the rights of the original creditor in the obligation pass to the new creditor to the extent and on the terms that existed at the time of the transfer of these rights, unless otherwise established by contract or law.

In the resolution of the Grand Chamber of the Supreme Court of 8 February 2022 in case No. 2-7763/10 (proceedings No. 14-197tss21), the conclusion was formulated that, in connection with the substitution of the creditor in an obligation, the obligation itself is preserved wholly and completely, and only its subject composition changes in respect of the creditor. Procedural succession is derived from substantive succession and follows from the legal facts of succession (substitution of a party in the substantive legal relationship by its legal successor). Procedural succession is provided for by Article 55 of the CPC of Ukraine. It is the transfer of the procedural rights and obligations of a party to the case to another person in connection with the withdrawal of the person from the disputed substantive legal relationship. In this connection, for the court to decide on the procedural substitution of a party to the case, it is necessary to have the relevant primary documents confirming the fact of the person’s withdrawal from the substantive legal relationship and the transfer of its rights and obligations to another person – the legal successor. Substantive succession is implemented within procedural succession exclusively under the rules of the latter.

Under Article 442 of the CPC of Ukraine, in the event of the withdrawal of a creditor in an obligation, it is substituted by a legal successor.

Where a creditor transfers its rights to another person under a transaction (assignment of the right of claim) or by way of succession (termination of a legal entity by merger, acquisition, division, transformation or liquidation, inheritance) at the stage of enforcement of a court decision, the withdrawal of the creditor takes place.

The substitution of the creditor takes place outside the enforcement proceedings in the event of the death of the creditor, the termination of a legal entity or the assignment of the right of claim.

In connection with such substitution of the creditor, this person withdraws from the enforcement proceedings, as a result of which its status as a party to the enforcement proceedings terminates, and its substitution by the proper creditor is carried out in accordance with Article 442 of the CPC of Ukraine on the application of the interested party to the obligation, which is the legal successor that has received from the previous creditor all the rights and obligations in the obligation, including the right to be a party to the enforcement proceedings.

Therefore, the ground for the substitution of a party, that is, procedural succession, is succession in substantive legal relations, as a result of which a party withdraws from the disputed legal relations or those established by the court and the rights and obligations of the withdrawn party in these legal relations pass to another person.

Article 442(1) of the CPC of Ukraine establishes that, in the event of the withdrawal of one of the parties to enforcement proceedings, the court substitutes such party with its legal successor. The provisions of this Article also apply where it is necessary to substitute the debtor or the judgment creditor in the writ of execution before the opening of enforcement proceedings (Article 442(5) of the CPC of Ukraine).

The extract No. 0000028860 (vol. 5, case file pp. 117-146) from the National Court Register of Poland (KRS), which is the official database in Poland containing information on entrepreneurs, foundations, public associations and insolvent debtors, in respect of the entity JSC “Orlen”, in Section 4 “Information on merger, division or transformation”, contains information on the merger by way of acquisition of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” by JSC “Orlen” (Orlen S.A.) in the manner provided for by Article 492 § 1 of the Commercial Companies Code of the Republic of Poland, in exchange for newly issued series F bearer shares which the acquiring company issues to the shareholders of the acquired company, on the principles set out in the merger plan.

It is also stated that the merger is carried out on the basis of resolution No. 4 of the extraordinary general meeting of the acquiring company of 28 September 2022, set out in notarial deed register A No. 6531/2022 drawn up by notary Michał Łukaszewicz, notary’s office in Warsaw, and resolution No. 3/2022 of the extraordinary general meeting of the acquired company of 10 October 2022, set out in notarial deed register A No. 6795/2022 drawn up by notary Michał Łukaszewicz, notary’s office in Warsaw.

Articles 492-494 § 1 of the Commercial Companies Code of the Republic of Poland govern the method of merger of companies by transferring all the assets of one company (the acquired company) to another company (the acquirer) in exchange for shares or interests issued to the members of the acquired company.

These provisions establish that, as a result of the merger, all the assets and liabilities of two or more companies pass to the newly formed company, and the members of the acquired companies receive interests/shares in the new company.

Article 493 § 1 of the Commercial Companies Code of the Republic of Poland provides that the acquiring company or the new company acquires all the rights and obligations of the company being terminated as from the moment of registration of the merger (or division).

Therefore, under the legislation of the Republic of Poland, the acquiring company (or the company formed as a result of the merger/division) becomes the subject of all the rights and obligations (assets and liabilities) of the company being terminated (transferring) on the day of registration of the merger in the National Court Register (KRS). The successor company automatically becomes a party to all contracts and acquires the property, rights and obligations that belonged to the company being terminated.

Official free access to the National Court Register of Poland (KRS) is provided through the portal of electronic court registers (eKRS) of the Ministry of Justice: https://ekrs.ms.gov.pl/.

The information from the National Court Register of Poland (KRS) is proper evidence of the circumstances of the transfer to JSC “Orlen” (Orlen S.A.) of all the rights and obligations of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.”, that is, including those under the writ of execution for the enforcement of the award of the Arbitration Court at the National Chamber of Commerce and Industry in Warsaw of 15 May 2014 in case No. SA 219/13.

Having established that JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” was terminated as a result of the merger by way of acquisition by JSC “Orlen” (Orlen S.A.) and at the time of termination was the judgment creditor in the writ of execution, the courts reached a well-founded conclusion to grant the application, substituting JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” with its legal successor – JSC “Orlen” (Orlen S.A.).

The arguments of the cassation appeal that the extract KRS No. 0000028860 from the register of entrepreneurs states that the legal successor of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” is “Polski Koncern Naftowy Orlen S.A.”, and not JSC “Orlen” (Orlen S.A.), are refuted by the content of this document, which was generated in respect of a specific entity – JSC “Orlen”; accordingly, the information on merger, division or transformation in Section 4 of the extract relates specifically to JSC “Orlen”.

The applicant in the cassation appeal also refers to the fact that JSC “Orlen” (Orlen S.A.) ought to have provided an extract from the register of entrepreneurs of the Republic of Poland concerning JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” and JSC “Orlen” (Orlen S.A.), apostilled in the manner prescribed by law, with a translation into Ukrainian; PrJSC “Devon” filed a corresponding motion for the requisition of evidence, but the court did not resolve it; only a transfer deed is the sole and sufficient evidence of the continuity of rights and obligations in relations with counterparties, creditors, employees and state authorities; the courts disregarded the arguments of PrJSC “Devon” on the need to requisition the documents on the basis of which changes to the information on the judgment creditor were entered in the register of entrepreneurs of the Republic of Poland.

These arguments do not refute the courts’ conclusions on the validity of the substitution of the judgment creditor in the writ of execution, since, when considering an application for substitution of the judgment creditor in a writ of execution (a party to enforcement proceedings, a party to the case), the court examines and assesses the sufficiency and reliability of the evidence submitted in support of the application for substitution of a party for the purpose of carrying out the relevant substitution, and may not go beyond the procedural issue being decided (resolution of the Grand Chamber of the Supreme Court of 10 September 2025 in case No. 369/13444/20).

In this case, the courts correctly decided on the existence of grounds for substituting the judgment creditor in the writ of execution with a legal successor without interfering in the assessment of resolution No. 4 of the extraordinary general meeting of JSC “Orlen” (Orlen S.A.) of 28 September 2022 and resolution No. 3/2022 of the extraordinary general meeting of JSC “Polskie Górnictwo Naftowe i Gazownictwo S.A.” of 10 October 2022, as well as the relevant merger plan of the companies.

The requisition of the documents on the basis of which changes to the information on JSC “Orlen” (Orlen S.A.) were entered in the National Court Register of Poland (KRS) goes beyond the powers of the court considering an application for substitution of the judgment creditor in a writ of execution.

The Convention Abolishing the Requirement of Legalisation for Foreign Public Documents of 5 October 1961, consent to be bound by which was given by the Law of Ukraine of 10 January 2002 “On the Accession of Ukraine to the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents” (hereinafter – the Convention), entered into force between Ukraine and the States Parties to the Convention that did not raise objections to its accession on 22 December 2003.

The Republic of Poland has been a State Party to the Convention since 19 November 2004.

Under Article 2 of the Convention, each of the Contracting States shall exempt from legalisation documents to which this Convention applies and which have to be produced in its territory.

Article 3 of the Convention provides that the only formality that may be required in order to certify the authenticity of the signature, the capacity in which the person signing the document has acted and, where appropriate, the identity of the seal or stamp which the document bears, is the addition of the apostille provided for in Article 4 by the competent authority of the State from which the document emanates.

Under the provisions of the Convention, a document bearing an apostille does not require any additional formalisation or certification and may be used in any other State Party to the Convention.

Under Article 5 of the Convention, an apostille duly completed certifies the authenticity of the signature, the capacity in which the person signing the document has acted and, where appropriate, the identity of the seal or stamp which the document bears.

The extract KRS No. 0000028860 from the National Court Register of Poland submitted by the applicant bears a special stamp (apostille) affixed by the Ministry of Foreign Affairs of the Republic of Poland, that is, by a competent authority of the Republic of Poland, which is also a State Party to the Convention, which provides for the procedure of affixing an apostille as the only formal procedure for the legalisation of foreign public documents (vol. 5, case file p. 146). This is evidence of the certification of the authenticity of the signature and seal on such document.

In addition, the accuracy of the translation of the copy of the extract from the original document was certified by state notary of the First Kyiv State Notary Office I. M. Reva (vol. 5, case file p. 146 reverse).

Therefore, the legal succession of JSC “Orlen” (Orlen S.A.) is confirmed by the extract KRS No. 0000028860 from the National Court Register of Poland, and such circumstances have not been refuted by PrJSC “Devon”.

On the court of first instance leaving without consideration the application for review on the basis of newly discovered circumstances

PrJSC “Devon” applied to the Pecherskyi District Court of Kyiv with the application for review, on the basis of newly discovered circumstances, of the ruling of the Pecherskyi District Court of Kyiv of 23 October 2019 on 19 June 2025 (vol. 5, case file p. 191).

Under Article 423(1) of the CPC of Ukraine, a decision, resolution or ruling of a court concluding the consideration of a case that has entered into legal force may be reviewed on the basis of newly discovered or exceptional circumstances.

Article 423(2)(1) of the CPC of Ukraine provides that the grounds for review of a court decision on the basis of newly discovered circumstances are circumstances material to the case that were not established by the court and were not and could not have been known to the person filing the application at the time of consideration of the case.

Under Article 424(1)(1), Article 424(2)(1) and Article 424(3) of the CPC of Ukraine, an application for review of a court decision on the basis of newly discovered or exceptional circumstances may be filed on the ground specified in Article 423(2)(1) of this Code by the participants in the case within thirty days from the day on which the person learned or could have learned of the existence of the circumstances that became the ground for review of the court decision.

Taking into account the provisions of part one of this Article, an application for review of a court decision on the basis of newly discovered or exceptional circumstances may be filed on the ground specified in Article 423(2)(1) of this Code no later than three years from the date on which such court decision entered into legal force. The time limits specified in part two of this Article may not be renewed.

Under Article 426(1) and Article 426(3)(6) of the CPC of Ukraine, an application for review of a court decision on the basis of newly discovered or exceptional circumstances must, in form and content, comply with the requirements of this Code regarding the formalisation of applications to the court of first instance. The application shall be accompanied, in particular, where the time limit for filing the application has been missed, by a motion for its renewal.

Under Article 126 of the CPC of Ukraine, the right to perform a procedural action is lost upon the expiry of the time limit established by law or by the court. Documents filed after the expiry of procedural time limits are left without consideration, except in the cases provided for by this Code.

The three-year time limit established by Article 424(2)(1) of the CPC of Ukraine, running from the date on which a court decision entered into legal force, for filing an application for review of that court decision on the basis of newly discovered circumstances on the ground specified in Article 423(2)(1) of this Code is preclusive and is not subject to renewal.

Similar conclusions were reached by the Supreme Court in its resolutions of 31 January 2023 in case No. 2-3991/11, of 7 December 2023 in case No. 554/1494/16, of 19 November 2024 in case No. 344/16968/16, and of 9 October 2025 in case No. 689/557/20.

Therefore, the conclusion of the courts of previous instances that the applicant missed the time limit provided for by Article 424(2)(1) of the CPC of Ukraine for applying to the court with an application for review of a court decision on the basis of newly discovered circumstances (no later than three years from the date on which such court decision entered into legal force), which is not subject to renewal, is correct.

Having established such circumstances, the courts reached a well-founded conclusion to leave such application without consideration, which is consistent with the settled case law of the Supreme Court, in particular with the conclusions set out in the resolutions of 19 November 2024 in case No. 344/16968/16 and of 9 October 2025 in case No. 689/557/20.

The arguments of the cassation appeal that the provisions of the CPC of Ukraine do not give the court the possibility or the power to leave an application for review of a court decision on the basis of newly discovered circumstances without consideration if it has already been left without progress and the applicant has remedied the deficiencies indicated by the court constitute an arbitrary interpretation of the procedural law and are aimed at evading the rules on time limitations for performing particular procedural actions, in particular for filing an application for review of a court decision on the basis of newly discovered circumstances.

Regarding the arguments that the resolution of the court of appeal was not signed by the full panel of judges

Under Article 258 of the CPC of Ukraine, court decisions are: rulings, decisions, resolutions, court orders.

Under Article 259(1) and (2) of the CPC of Ukraine, courts adopt decisions and resolutions in the name of Ukraine immediately after the end of the court hearing, except in the cases provided for by this Code. Decisions and resolutions are adopted, drawn up and signed by the composition of the court that considered the case.

A resolution or ruling of the court of appellate instance is drawn up by the judge-rapporteur (by another judge if the judge-rapporteur does not agree with the resolution/ruling) and is signed by the full composition of the court that considered the case, unless otherwise provided for by this Code (Article 381(3) of the CPC of Ukraine).

According to the case materials, it has been established that the resolution of the Kyiv Court of Appeal of 17 December 2025 was signed by the panel of judges, namely M. A. Yavorskyi, T. Ts. Kashperska, V. O. Finaheiev (vol. 6, case file p. 178).

That is, the original of the court decision contains the personal signatures of all the judges who took part in adopting the decision.

The arguments of the cassation appeal that the electronic version of the resolution of the court of appeal is signed by only one judge do not refute these conclusions.

In addition, under paragraph 1 of Section II of the Procedure for Maintaining the Unified State Register of Court Decisions, approved by decision of the High Council of Justice of 19 April 2018 No. 1200/0/15-18 (hereinafter – the Procedure), an electronic copy of a court decision or of a separate opinion of a judge is produced by the court in the court’s automated document management system (hereinafter – the ADMS) on the day the court decision is adopted or its full text is produced in paper form, is signed with the qualified electronic signature (hereinafter – the QES) of the judge who adopted such court decision and, in the case of collegial consideration, with the QES of all the judges who are members of the panel, and is stored in a state that precludes its further modification.

An electronic copy of a court decision or of a separate opinion of a judge is published by sending it to the Unified State Register of Court Decisions (hereinafter – the Register) on the day of its production by means of the ADMS. The registration details specified in paragraph 3 of Section II of this Procedure are sent to the Register as part of the electronic document that they describe (paragraph 1 of Section III of the Procedure).

The obligation to send electronic copies of a court decision and of a separate opinion of a judge in a timely manner for their entry in the Register by generating and signing the relevant electronic copy in the ADMS rests with the judge (judge-rapporteur) who adopted such decision (paragraph 1 of Section X of the Procedure).

Under the Regulation on the Procedure for the Functioning of Separate Subsystems (Modules) of the Unified Judicial Information and Telecommunication System, approved by decision of the High Council of Justice of 17 August 2021 No. 1845/0/15-21 (hereinafter – the Regulation), the court serves any documents in cases in which persons who have registered an electronic cabinet in the UJITS participate exclusively in electronic form by sending them to the Electronic Cabinet of such persons, which does not deprive them of the right to receive a copy of the court decision in paper form upon a separate application.

The “Electronic Court” subsystem ensures the possibility of automatically sending case materials in electronic form to the electronic cabinets of the participants in the case and their attorneys.

Documents in cases that have been entered in the ADMS and in the automated record-keeping systems operating in other bodies and institutions of the justice system are sent to users’ electronic cabinets in the cases provided for by law. Documents in cases are sent to users’ electronic cabinets where they have been entered in the relevant automated systems in the form of an electronic document signed with the qualified signature of the signatory (signatories), or in the form of an electronic copy of a paper document certified with the qualified electronic signature of the responsible employee of the court or other body or institution of justice.

That is, the electronic copy of the resolution of the Kyiv Court of Appeal of 17 December 2025 was sent to the Register and delivered to the electronic cabinet in the “Electronic Court” subsystem automatically after it had been signed with the QES of all the judges who are members of the panel.

The other arguments of the cassation appeals are unfounded and cannot be a ground for setting aside the contested court decisions.

Conclusions based on the results of the consideration of the cassation appeals

Under Article 401(3) of the CPC of Ukraine, the court of cassation instance dismisses the cassation appeal and upholds the decision if there are no grounds for setting aside the court decision.

The panel of judges considers that the cassation appeals must be dismissed and the contested court decisions upheld, since the arguments of the cassation appeals do not refute the conclusions of the courts.

On the allocation of court costs

The court fee is borne by the parties in proportion to the amount of the claims granted (Article 141(1) of the CPC of Ukraine).

Under Article 141(13) of the CPC of Ukraine, if the court of appellate or cassation instance, without remitting the case for a new hearing, amends the decision or adopts a new one, that court amends the allocation of court costs accordingly.

Since the cassation appeals have been dismissed, the court costs incurred in connection with the review of this case in the court of cassation instance are borne by the applicant.

Guided by Articles 389, 400, 401, 416 of the CPC of Ukraine, the Supreme Court, composed of a panel of judges of the Third Judicial Chamber of the Civil Cassation Court,

RESOLVED:

To dismiss the cassation appeals of the representative of Private Joint-Stock Company “Devon” – attorney Artem Hennadiiovych Vitsenko.

To uphold the ruling of the Pecherskyi District Court of Kyiv of 30 June 2025, the ruling of the Pecherskyi District Court of Kyiv of 12 September 2025 and the resolution of the Kyiv Court of Appeal of 17 December 2025.

The resolution of the court of cassation instance enters into legal force upon its adoption, is final and is not subject to appeal.

Judges: O. M. Sytnik

V. M. Ihnatenko

I. M. Falovska