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GENERAL TERMS AND CONDITIONS OF SALE AND JURISDICTION CLAUSE

By decision No. 361 of January 10, 2023, the Supreme Court stated that a jurisdiction clause, provided for in general terms and conditions of sale contained in a separate document with respect to an agreement, is invalid if the said terms and conditions are not undersigned and the jurisdiction clause is not expressly recalled in the agreement itself.

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CRIMINAL LIABILITY OF THE DIRECTOR AND ADMINISTRATIVE LIBILITY OF THE CORPORATION

By decision No. 570 of January 11, 2023, the Supreme Court stated that the liability of the director of a corporation deriving from health and safety at work legislation does not authomatically imply the liability of the corporation itself.

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SAFETY AT WORK EMPLOYER’S QUALIFICATION
 

By decision No. 9028 of March 17, 2022, the Supreme Court stated the conditions for identifying, even in the most complex corporate organizations, the subject that is the employer for the purposes of ascertaining the liabilities deriving from the safety at work legislation (Legislative Decree No. 81/2008).

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TRANSFER OF BUSINESS AND CLEAN-UP LIABILITY

The Supreme Administrative Court (“Consiglio di Stato”) by decision No. 2195 of April 1, 2020 stated how to identify the liable party in case of transfer of business for the pollution caused in the past by the seller.

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WARRANTY FOR DEFECTS OF PURCHASED GOODS AND BURDEN OF PROOF

By ordinance No. 33612 of November 15, 2022, the Supreme Court specified that the buyer has the burden of the proof of the pre-existence of the defects with reference to the execution of the agreement.

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ADMINISTRATIVE LIABILITY EX LEGISLATIVE DECREE 231/2001 AND CANCELLATION OF THE CORPORATION

By decision No. 9006 of March 17, 2022, the Supreme Court stated that the liability of the corportation  deriving from the ascertainment of a penal violation ex legislative decree No. 231/2001 is transferred to the shareholders after cancellation of the corporation from the corporations’ register.

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GROUPS OF COMPANIES AND ENVIROMENTAL LIABILITY

The Supreme Administrative Court (“Consiglio di Stato”) clarified how to identify the liable party for the pollution caused by a controlled company. In particular, they stated the conditions under which the controlling company is liable for the polluting activities actually performed by the controlled company.

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POLLUTION AND LIABILITY OF THE OWNER OF THE SITE

By judgement No. 1630 of March 7, 2022, la fifth section of the State Council specified that the clean-up interventions have to be performed by the subject liable for the pollution, to whom the pollution itself can be traced back at least from an objective point of view..

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EXTRAORDINARY COMPANY OPERATIONS: THE REGISTRATION OF THE DEED PREVENTS ITS REVOCATION

By decision No. 8120 of March 14, 2022, the Civil Supreme Court stated that, according to Article 2504-quarter of the Italian Civil Code, once the registration of the deed concerning companies merger is filed with the competent Companies’ Register, it is no more possible to start proceedings before the Tribunal for the revocation of such deed. However, this does not prevent the parties from amending the relevant merger agreement considering new asset values.

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ADMINISTRATIVE LIABILITY OF CORPORATIONS: CUSTOMER’S LIABILITIES

By judgement No. 33595 of September 10, 2021, the Supreme Court, confirmed the liability of the customer for the accident occurred to an employee of the contractor, identifying the requirement of advantage ex art. 5 of the Legislative Decree 231/2001 in the speed-up performance required by the customer to the contractor.

GENERAL TERMS AND CONDITIONS OF SALE AND JURISDICTION CLAUSE

By decision No. 361 of January 10, 2023, the Supreme Court stated that a jurisdiction clause, provided for in general terms and conditions of sale contained in a separate document with respect to an agreement, is invalid if the said terms and conditions are not undersigned and the jurisdiction clause is not expressly recalled in the agreement itself.

CRIMINAL LIABILITY OF THE DIRECTOR AND ADMINISTRATIVE LIBILITY OF THE CORPORATION

By decision No. 570 of January 11, 2023, the Supreme Court stated that the liability of the director of a corporation deriving from health and safety at work legislation does not authomatically imply the liability of the corporation itself.

SAFETY AT WORK EMPLOYER’S QUALIFICATION
 

By decision No. 9028 of March 17, 2022, the Supreme Court stated the conditions for identifying, even in the most complex corporate organizations, the subject that is the employer for the purposes of ascertaining the liabilities deriving from the safety at work legislation (Legislative Decree No. 81/2008).

TRANSFER OF BUSINESS AND CLEAN-UP LIABILITY

The Supreme Administrative Court (“Consiglio di Stato”) by decision No. 2195 of April 1, 2020 stated how to identify the liable party in case of transfer of business for the pollution caused in the past by the seller.
 

In particular, it stated the conditions under which the seller is liable for the polluting activities performed in the past, even when the clean-up applicable law provisions came into force after the transfer of business.

WARRANTY FOR DEFECTS OF PURCHASED GOODS AND BURDEN OF PROOF

By ordinance No. 33612 of November 15, 2022, the Supreme Court specified that the buyer has the burden of the proof of the pre-existence of the defects with reference to the execution of the agreement.

ADMINISTRATIVE LIABILITY EX LEGISLATIVE DECREE 231/2001 AND CANCELLATION OF THE CORPORATION

By decision No. 9006 of March 17, 2022, the Supreme Court stated that the liability of the corportation  deriving from the ascertainment of a penal violation ex legislative decree No. 231/2001 is transferred to the shareholders after cancellation of the corporation from the corporations’ register.

GROUPS OF COMPANIES AND ENVIROMENTAL LIABILITY

By decision No. 217 of January 12, 2022, The Supreme Administrative Court (“Consiglio di Stato”) clarified how to identify the liable party for the pollution caused by a controlled company. In particular, they stated the conditions under which the controlling company is liable for the polluting activities actually performed by the controlled company.

POLLUTION AND LIABILITY OF THE OWNER OF THE SITE

By judgement No. 1630 of March 7, 2022, la fifth section of the State Council specified that the clean-up interventions have to be performed by the subject liable for the pollution, to whom the pollution itself can be traced back at least from an objective point of view.

EXTRAORDINARY COMPANY OPERATIONS: THE REGISTRATION OF THE DEED PREVENTS ITS REVOCATION

By decision No. 8120 of March 14, 2022, the Civil Supreme Court stated that, according to Article 2504-quarter of the Italian Civil Code, once the registration of the deed concerning companies merger is filed with the competent Companies’ Register, it is no more possible to start proceedings before the Tribunal for the revocation of such deed. However, this does not prevent the parties from amending the relevant merger agreement considering new asset values.

ADMINISTRATIVE LIABILITY OF CORPORATIONS: CUSTOMER’S LIABILITIES

By judgement No. 33595 of September 10, 2021, the Supreme Court, confirmed the liability of the customer for the accident occurred to an employee of the contractor, identifying the requirement of advantage ex art. 5 of the Legislative Decree 231/2001 in the speed-up performance required by the customer to the contractor.

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