Commercial Court of Odesa Oblast Denied Bankruptcy Proceedings Against LLC After Defending Against Bad-Faith Creditor Claims

A creditor connected to the company's former director attempted to initiate bankruptcy proceedings at the final stage of voluntary liquidation. Disputes Law Firm represented the debtor throughout the liquidation process and in court. The bankruptcy petition was denied.

Overview

In October 2025, the Commercial Court of Odesa Oblast denied the opening of bankruptcy proceedings against a limited liability company. The petitioner was an individual — the wife of the company's former director — who claimed UAH 486,574.07 under a vehicle purchase agreement dating back to January 2018.

The company was represented by Disputes Law Firm. The voluntary liquidation process was managed by liquidator Roman Kudlai, while the courtroom defense was conducted by managing partner Dmytro Chuguienko. The court found that a legal dispute existed between the initiating creditor and the debtor — one that must be resolved through adversarial civil proceedings, not through the bankruptcy process. In addition, the creditor's claims were deemed extinguished under Article 112(5) of the Civil Code of Ukraine, due to the creditor's failure to challenge the liquidator's rejection within the mandatory one-month period.

Background

In November 2023, the company's sole shareholder resolved to voluntarily liquidate the company and appointed Roman Kudlai as liquidator. From that point on, the former director refused to hand over corporate documents, stamps, and seals to the liquidator — despite an explicit requirement in the liquidation resolution and a formal written demand issued by the liquidator in January 2024.

Simultaneously — also in January 2024 — the former director's wife submitted a creditor claim to liquidator Roman Kudlai for UAH 486,574.07, citing a vehicle purchase agreement concluded in January 2018. The liquidator rejected the claim due to the absence of original documents and doubts about the authenticity of the copies submitted. The rejection notice was dispatched to the creditor at the end of January 2024.

For nearly two years after receiving the rejection, the creditor took no steps to protect her rights: she filed no lawsuits and sent no formal demands. Then, in September 2025 — when the voluntary liquidation was in its final stage and all required documentation had been prepared — she filed a bankruptcy petition with the Commercial Court of Odesa Oblast.

Over seven years passed between the signing of the purchase agreement in January 2018 and the filing of the bankruptcy petition in September 2025. Throughout that entire period, the creditor never filed a civil lawsuit to collect the alleged debt.

Legal Position and Actions Taken

Upon receiving the bankruptcy petition, the company retained Disputes Law Firm. Managing partner Dmytro Chuguienko built a defense resting on two independent grounds for denying the petition — either of which was sufficient on its own.

The first ground was the existence of a legal dispute between the parties. Under Article 39(6) of the Code of Ukraine on Bankruptcy Procedures, a commercial court must deny a bankruptcy petition when the creditor's claims reveal a legal dispute that must be resolved through adversarial civil proceedings. Dmytro Chuguienko argued that the vehicle purchase agreement was fictitious within the meaning of Article 234 of the Civil Code of Ukraine — concluded between related parties (a married couple sharing an address and email account) with no genuine intent to create real legal consequences. The company had no knowledge of the vehicle's existence until a tax audit in August 2025. The vehicle was absent from the company's accounting records, and no documents confirming its actual transfer or use existed.

The repeated, unexplained extensions of the payment deadline further supported the fiction: the payment term was extended without any security or interest — first to December 2020 by an addendum dated October 2019, then to December 2023 by an addendum dated December 2022. No commercially rational creditor would agree to successive deferrals of this kind without any protection of its interests.

At Dmytro Chuguienko's initiative, simultaneously with filing the defense, the debtor also filed a civil lawsuit in the district court seeking to void the purchase agreement — which itself confirmed the existence of a live legal dispute between the parties.

The second ground was the statutory extinguishment of the creditor's claims. Under Article 112(5) of the Civil Code of Ukraine, claims rejected by a liquidation committee are deemed extinguished if the creditor fails to file a lawsuit within one month of receiving the rejection notice. Liquidator Roman Kudlai's rejection was dispatched to the creditor at the end of January 2024 — and was never challenged. More than nineteen months elapsed between that notice and the filing of the bankruptcy petition.

The defense also challenged the admissibility and reliability of the evidence submitted by the petitioner. Under Articles 77 and 78 of the Commercial Procedure Code of Ukraine, evidence obtained in violation of the law is inadmissible. The former director and the petitioner, together holding the company's director signature and seal, had the practical ability to backdate any documents they wished. This concern was confirmed by the opening of criminal proceedings for theft of company documents, forgery of signatures, and unlawful possession of the vehicle.

Result

In October 2025, the Commercial Court of Odesa Oblast denied the bankruptcy petition on the grounds set forth in Article 39(6) of the Code of Ukraine on Bankruptcy Procedures. The court agreed with both arguments advanced by Dmytro Chuguienko.

The court found that a legal dispute existed between the parties requiring resolution in adversarial civil proceedings. It applied Article 234 of the Civil Code of Ukraine and concluded that the purchase agreement bore the hallmarks of a fictitious transaction — one concluded between related parties with no genuine intent to create legal consequences.

On the second ground, the court confirmed that the creditor had not challenged the liquidator's rejection within the 30-day period — a fact conceded by the petitioner's own representative at the hearing. Citing the Supreme Court ruling of May 10, 2023, the court found the claims extinguished under Article 112(5) of the Civil Code. The attempt to revive extinguished claims through bankruptcy, rather than through the legally prescribed mechanism of appealing the liquidator's decision, was characterized by the court as bad-faith conduct.

The court also viewed the financial documents submitted by the petitioner with skepticism. When the judge asked how a private individual had obtained the company's financial statements, the petitioner's representative could not answer. The documents were ruled inadmissible under Articles 77 and 78 of the Commercial Procedure Code of Ukraine.

Conclusion

This case demonstrates that bankruptcy proceedings cannot serve as a vehicle for reviving claims extinguished by a missed deadline. Article 112(5) of the Civil Code of Ukraine imposes a clear and final consequence: a creditor who fails to challenge the liquidator's rejection within one month loses the claim permanently. Attempting to circumvent that consequence through a bankruptcy petition is both procedurally impermissible and evidence of bad faith — a pattern that courts recognize and reject.

From a practical standpoint, the case highlights the critical importance of coordinated work between the liquidator and the attorney at every stage of the process. Liquidator Roman Kudlai built the documentary foundation: the timely dispatched and confirmed rejection notice became the central fact on which the court based its finding of extinguishment. Managing partner Dmytro Chuguienko translated that fact into a legal argument that closed the case before it reached the merits.