This is an unofficial translation of the Lithuanian court judgment, provided for information only. The Lithuanian original is authoritative. Read the original (Lithuanian)

Civil case No [anonymised]

Court proceedings No [anonymised]

Procedural decision categories: 2.6.3, 3.2.6.1

VILNIUS CITY DISTRICT COURT

JUDGMENT

IN THE NAME OF THE REPUBLIC OF LITHUANIA

11 December 2025

Vilnius

Judge [anonymised] of Vilnius City District Court,

with the court hearing secretary [anonymised],

in the presence of the director [anonymised] of the claimant, the private limited liability company „[anonymised]“, the claimant’s representative, advocate’s assistant [anonymised], the director [anonymised] of the defendant, the private limited liability company „[anonymised]“, and the defendant’s counsel, advocate [anonymised],

in a public court hearing in oral proceedings, examined the civil case on the claim of the claimant, the private limited liability company „[anonymised]“, against the defendant, the private limited liability company „[anonymised]“, for recovery of a debt, and on the counterclaim of the defendant, the private limited liability company „[anonymised]“, against the claimant, the private limited liability company „[anonymised]“, for a declaration that a claim assignment agreement is invalid.

The court

found:

1. The claimant, the private limited liability company (hereinafter also UAB) „[anonymised]“, applied to the court with a claim against the defendant UAB „[anonymised]“, asking the court to award the claimant from the defendant €10,119.61 of debt, €40 of recovery costs, annual procedural interest of 12.25% and litigation costs.

2. The claim states that on 3 May 2017 a non-residential premises lease agreement No [anonymised] was concluded between the original creditor UAB „[anonymised]“ and the defendant UAB „[anonymised]“. The defendant has not paid two VAT invoices issued under that agreement: of 31 December 2024 No ST2024014 (outstanding debt – €6,079.99) and of 31 December 2024 No ST2024015 (debt – €4,039.62). The debt is €10,119.61. On 10 January 2025 the original creditor UAB „[anonymised]“ and the claimant UAB „[anonymised]“ concluded Claim Assignment Agreement No [anonymised], by which the claimant acquired the right to claim the defendant’s debt. On 4 March 2025 the claimant’s representative sent the defendant a notice of the assignment of the claim and demanded repayment of the debt. As the defendant has still not repaid the debt, the claimant asks the court to award in its favour from the defendant €10,119.61 of debt, €40 of recovery costs under the Law of the Republic of Lithuania on the Prevention of Late Payments in Commercial Transactions, and annual procedural interest of 12.25%.

3. In its response to the claim the defendant UAB „[anonymised]“ asks for the claim to be dismissed. It states that the original creditor UAB „[anonymised]“ performed the lease agreement improperly: it submitted the VAT invoices for 2024 not every month, as provided in the agreement, but issued them all at once at the end of 2024 for the whole period, thereby breaching the terms of the agreement. On 14 January 2025 the original creditor UAB „[anonymised]“ was liquidated and deregistered from the Register of Legal Entities. The VAT invoices on which the claim is based, although dated 31 December 2024, were sent to the defendant on 20 January 2025, that is, 6 days after UAB „[anonymised]“ was deregistered. The VAT invoice of 13 January 2025 was sent to the defendant on 11 February 2025, that is, 28 days after UAB „[anonymised]“ was deregistered. The last invoice was sent from the personal email of the original creditor’s manager [anonymised]. Although the last invoice states that its date of issue is 13 January 2025, the file metadata show that it was actually created on 11 February 2025, that is, almost a month after the original creditor was deregistered from the Register of Legal Entities. From this it may be concluded that the first VAT invoices were also backdated. In the defendant’s opinion, the Claim Assignment Agreement of 10 January 2025 was also backdated. It states that it was concluded 4 days before the original creditor’s liquidation. After the alleged assignment of the claim, the manager of the original creditor [anonymised] continued to communicate with the defendant; it was not the new creditor (the claimant) but the former manager of the liquidated UAB „[anonymised]“, [anonymised], who sent the invoices and demanded payment of the debt. The defendant was informed of the assignment of the claim by the notice of 4 March 2025 only on 6 March 2025, after the defendant, by a letter of 25 February 2025, expressed to [anonymised] its doubts about her right to demand payment of the debt. These circumstances give grounds to believe that the claim assignment agreement was also backdated. Even if the claimant’s claim were considered justified, the claimant demands too large a sum. According to the defendant, a deposit of €1,500 had to be deducted from the claimed debt of €10,119.61, which, when the lease ended, had to be set off against the amount payable. The maximum possible amount of the debt could therefore be €8,619.61.

4. The defendant submitted a counterclaim asking for the Claim Assignment Agreement No [anonymised] concluded between the claimant UAB „[anonymised]“ and the original creditor UAB „[anonymised]“ to be declared invalid ab initio and for litigation costs to be awarded.

[…]

The court

determines:

10. On the basis of the evidence collected in the case, it has been established that on 3 May 2017 a non-residential premises lease agreement No [anonymised] (hereinafter also the Lease Agreement) was concluded between the defendant UAB „[anonymised]“, as tenant, and the original creditor UAB „[anonymised]“, as landlord, under which the landlord undertook, on the terms set out in the Lease Agreement, to hand over to the tenant, and the tenant undertook, on the terms set out in that agreement, to accept for temporary use for payment under a lease premises with a total area of 393.86 sq. m, marked with indices Nos 1-18, 1-29, 1-30, 1-31, 1-32, 1-33 (Annex No 1; hereinafter also the Premises), located at [anonymised]. Clause 4.1 of the Lease Agreement provides that the Premises are leased from 3 May 2017 to 3 May 2022. By the territory and premises handover and acceptance certificate of 4 May 2017 the Premises were handed over to the defendant. On 2 May 2022 clause [anonymised].1 of the Non-Residential Premises Lease Agreement No [anonymised] provided that the Premises are leased from 3 May 2017 to 3 May 2027. The rent was also changed – clause 7.3 was restated as follows: „[anonymised]“ The amendments to the Lease Agreement entered into force on 4 May 2022.

[…]

12. The VAT invoices issued by UAB „[anonymised]“ to the defendant UAB „[anonymised]“ were submitted in the case: VAT invoice No [anonymised] EUR, which states that it was issued on 31 December 2024 for the lease of premises under non-residential premises lease agreement No [anonymised] for the months March–December 2024; and VAT invoice No [anonymised],62 EUR, which states that it was issued on 31 December 2024 for payment for electricity for the months January–December 2024 (€3,625.26), municipal waste management for the months January–December 2024 (€222.00) and an administration fee (€192.36) (hereinafter the disputed VAT invoices).

13. On 10 January 2025 the claimant UAB „[anonymised]“ and the original creditor UAB „[anonymised]“ concluded claim assignment agreement No [anonymised], under which the original creditor UAB „[anonymised]“ assigned to the claimant UAB „[anonymised]“ the right to claim a debt of €10,119.61 and other amounts payable in connection with the assigned claim (late-payment interest, fines, interest, etc.) owed by UAB „[anonymised]“ under the documents specified in part 5.3 of that agreement (hereinafter also the Claim Assignment Agreement; clause 1.1).

[…]

16. The extract from the Register of Legal Entities of the State Enterprise Centre of Registers shows that the original creditor UAB „[anonymised]“ was liquidated and deregistered on 14 January 2025 (electronic case file, pp. 51-53).

17. By the claim brought, the claimant demands that €10,119.61 of debt be awarded in its favour from the defendant, relying on the Claim Assignment Agreement, the Lease Agreement concluded between the defendant and the original creditor, and the disputed VAT invoices ST2024014 and ST2024015 issued on 31 December 2024. The claimant states that under VAT invoice No [anonymised] the debt is €6,079.99, because part of the amount was paid. Under VAT invoice No [anonymised] the debt is €4,039.62. The claimant submitted a debt calculation table (electronic case file, sheet 23).

[…]

28. On the basis of the explanations of the defendant’s manager and the testimony of the witness, it has been established that during the lease of the Premises a practice had developed of issuing VAT invoices for the lease of the Premises and for services not every month but for a certain period; the defendant raised no objections to the original creditor about such issuing of VAT invoices. As the witness testified, the defendant was also sometimes late with payments, but the late-payment interest was never calculated; their relationship was based on mutual trust. Thus, the established practice of issuing VAT invoices satisfied both parties to the transaction. Attention should be paid to the fact that the disputed VAT invoices stated a rent debt for the months March–December 2024 and a debt for utility services provided to the Premises for the whole of 2024 (plus a 5% administration fee, as provided in clause 7.5 of the Lease Agreement), that is, for a sufficiently long period. The defendant’s manager explained that the Premises were actually used until March 2025. There is no evidence in the case that the defendant had asked for the VAT invoices to be issued in accordance with the terms of the Lease Agreement and within the set time limits, or that the delay in issuing the VAT invoices did not suit it. Neither did the defendant’s manager mention such circumstances. It should be noted that under a lease agreement the tenant’s main duty is the obligation to pay rent, so, having regard to the actual practice that developed between the parties, it must be concluded that the defendant cannot negate (dispute) its duty to pay rent and utility charges for 2024 merely by the fact that the disputed VAT invoices were issued later than stated in the Lease Agreement. What is of essential importance here is that the defendant was informed of the issuing of the disputed VAT invoices and has not paid the debt under those invoices in full.

29. As stated above, the Claim Assignment Agreement was concluded on 10 January 2025 and the disputed VAT invoices were issued on 31 December 2024. UAB „[anonymised]“ was deregistered from the Register of Legal Entities on 14 January 2025. The defendant argues in the case that it first received the disputed VAT invoices by email on 20 January 2025 from [anonymised] (the former manager of UAB „[anonymised]“). [anonymised] herself testified at the court hearing that these invoices were sent to the defendant on 9 or 10 January 2025, but the case file does not confirm this. It should be noted that in her email of 20 January 2025 [anonymised] does not state that the disputed VAT invoices are being sent to the defendant again, so the witness’s testimony is viewed with doubt. The fact that, after the conclusion of the Claim Assignment Agreement, the witness [anonymised] agreed with the claimant’s manager that she would first try to recover the debt from the defendant herself also suggests that the VAT invoices had not yet been sent at the time of the meeting with the claimant’s manager. Nevertheless, the explanations of the claimant’s manager and the testimony of the witness [anonymised] on the circumstances of the conclusion of the Claim Assignment Agreement essentially coincided. Both confirmed that the disputed VAT invoices were provided in paper form at the time the Claim Assignment Agreement was concluded. Although the defendant declares in the case that both the Claim Assignment Agreement and the disputed VAT invoices were backdated, the case file does not confirm this. It should be noted that the cash expenditure order No 64 submitted in the case, by which the claimant settled with the original creditor under the Claim Assignment Agreement, was issued on 10 January 2025, like the disputed transaction, so, on the contrary, the case file proves that the Claim Assignment Agreement was concluded on the day stated in the transaction. Meanwhile the data submitted by the defendant to prove that invoice No [anonymised] of 13 January 2025 was backdated are not related to the disputed VAT invoices, and therefore can neither confirm nor refute the circumstances of the preparation of the disputed invoices or of the conclusion of the Claim Assignment Agreement.

[…]

34. The case file shows that a copy of the Claim Assignment Agreement was sent to the defendant with the notice of 4 March 2025, so the defendant, as debtor, is deemed to have been properly informed of the assignment of the claims. The Claim Assignment Agreement with UAB „[anonymised]“ was concluded, and the disputed VAT invoices were issued in the name of UAB „[anonymised]“, when UAB „[anonymised]“ had not yet been deregistered from the Register of Legal Entities. As established in this judgment, this circumstance was not refuted by the defendant.

[…]

36. The defendant did not argue in the case that there had been no basis at all for issuing the disputed VAT invoices. Although the disputed VAT invoices did not state a payment deadline, the deadline for paying utility charges and the administration fee was provided in clause 7.5 of the Lease Agreement (which states that these charges must be paid by the 25th day of the following month). In an email of 11 February 2025 [anonymised] stated that the payment deadline for covering the debt of €10,119.61 expired on 25 January 2025, but clause 7.5 of the Lease Agreement itself, as stated, provides that charges for utility services are paid by the 25th day of the following month on the basis of the invoices submitted. On the basis of the case file it has been established that the disputed VAT invoices were sent to the defendant on 20 January 2025, so under clause 7.5 of the Lease Agreement the charges for utility services could be paid at the latest by 25 February 2025. Because of the actual situation that developed (rent invoices were issued for certain periods), the rent payment procedure laid down in clause 7.4 of the Lease Agreement cannot be applied in this case, and therefore Article 6.53(2) of the Civil Code must be taken into account, which provides that an obligation for which no performance deadline is defined must be performed by the debtor within seven days of the day on which the creditor demanded performance, unless a different performance deadline is clear from the law or the nature of the contract. In such cases the deadline for performance of the obligation must be reasonable and allow the debtor to perform the obligation properly. Having assessed the contractual legal relationship that developed between the original creditor and the defendant, which corresponds to the definition of business entities and contractual relationships in Article 1 of the Law of the Republic of Lithuania on the Prevention of Late Payments in Commercial Transactions (hereinafter also the Late Payments Law), the legal regulation of Article 4(2) of that law must be taken into account in this case. It states that if no payment date or period is set in a commercial contract between business entities, the interest set in the commercial contract or in this law is calculated after 30 calendar days from the date on which the debtor receives the invoice or an equivalent document. Thus, the invoice payment deadline laid down in the Late Payments Law best matches the payment deadline laid down in the Lease Agreement. Having assessed this legal regulation, it may be concluded that the defendant had to pay the rent debt under the disputed VAT invoice at the latest by 19 February 2025. Although on the day the Claim Assignment Agreement was concluded the payment deadlines for the disputed VAT invoices had not yet expired, Article 6.101(3) of the Civil Code provides for the right to assign a future claim as well. In this context it should also be mentioned that Chapter VI of the Civil Code, which regulates the assignment of claims, does not lay down time limits within which the new creditor must inform the debtor of the assignment. No such time limit was agreed in the Claim Assignment Agreement either. However, given that the last day for payment of the disputed VAT invoices was 25 February 2025, sending the notice of the assignment of the claim and the demand to pay the debt in March 2025 was a timely action. For this reason the defendant’s arguments that it did not receive the notice of the assignment immediately have no legal significance in this case. In this context the court notes that if the defendant had performed its monetary obligation to the original creditor before receiving the new creditor’s notice of the assignment of the claim, then, having regard to the legal regulation discussed above and the case-law of the cassation court, the defendant would be deemed to have properly performed its monetary obligation under the Lease Agreement, and the claimant would have to bear the resulting negative consequences. For the reasons discussed, it must be concluded that the conclusion of the claim assignment transaction did not breach the prohibition laid down in Article 6.102(1) of the Civil Code.

[…]

38. In the counterclaim the defendant stated that, when in her notice of 25 February 2025 [anonymised] mentioned that, once a successor to the original creditor’s rights and obligations appeared, it would perform this obligation upon receiving evidence confirming this and accounting documents issued in the established manner and valid. The following week after the reply was sent, that is, on 6 March 2025, the notice of UAB „[anonymised]“ of 4 March 2025 to the defendant on the assignment of the claim was received. From these written explanations it may be concluded that the defendant refused to make payments only in February 2025 and that this was linked to the fact that it learned that UAB „[anonymised]“ had been deregistered, but after receiving the notice of the claim assignment agreement it still did not pay the disputed VAT invoices, arguing in the case in a declaratory manner that the Claim Assignment Agreement and the disputed VAT invoices were backdated. The fact that the defendant later found out that [anonymised], when sending the disputed VAT invoices by email on 20 January 2025, had no authority to act in the name of UAB „[anonymised]“ because it had been deregistered, does not in this case negate the defendant’s duty to settle with the claimant, because: the VAT invoices on which the claimant bases its claim were issued when UAB „[anonymised]“ had not yet been deregistered; the defendant does not deny that it actually used the Premises and received the operating services during the periods stated in the VAT invoices; and the defendant did not prove that the grounds stated in the counterclaim for declaring the Claim Assignment Agreement void exist.

39. In view of the above, the court dismisses the defendant’s counterclaim and upholds the claimant’s claim to be awarded in its favour from the defendant the debt of €10,119.61. There is no basis for reducing the awarded amount by €1,500, which corresponds to the deposit paid by the defendant under the Lease Agreement, because on the day the disputed VAT invoices were issued and on the day the Claim Assignment Agreement was concluded, the conditions giving rise to its return did not exist – that is, the Lease Agreement had not then expired and had not been terminated (see clause 7.1 of the Lease Agreement).

40. The claimant asks for €40 of recovery costs to be awarded from the defendant. As already stated, having assessed the legal relationship between the original creditor and the defendant, the Late Payments Law is applicable, and accordingly this law applies also to the claimant as the successor to the principal claim. Article 7(1) of that law provides that a creditor who has acquired the right to the interest laid down in a commercial contract or in the law is entitled to receive from the debtor, without a reminder, an amount of 40 euros. Thus, a creditor who has not been paid by the debtor on time is entitled to receive a fixed amount of €40 as compensation. This amount does not need to be proven and the creditor is not obliged to substantiate it. Having regard to the circumstances set out in paragraph 36 of the judgment, there are grounds to find that the claimant has acquired the right to the interest laid down by law, and therefore the claimant’s claim to be awarded in its favour from the defendant €40 of recovery costs is considered justified and is upheld.

41. The claimant also asks for annual interest of 12.25% to be awarded on the awarded amount from the date the case was opened in court until full enforcement of the court judgment, calculated under the Law of the Republic of Lithuania on the Prevention of Late Payments in Commercial Transactions (hereinafter the Late Payments Law).

42. Under Article 6.37(2) of the Civil Code the debtor must pay interest at the rate laid down by law on the awarded amount from the date the case was opened in court until full enforcement of the court judgment. Article 2(5) of the Late Payments Law provides that the late-payment interest rate is the fixed rate applied to the most recent main refinancing operation of the European Central Bank increased by 8 percentage points, if the most recent main refinancing operation was carried out as a fixed rate tender, or the marginal rate, if the most recent main refinancing operation was carried out as a variable rate tender. Under Article 3(2) of the Late Payments Law, if interest or the amount of interest is not set in a commercial contract, the creditor is entitled to interest calculated in accordance with the procedure laid down in this law. The amount of this interest is calculated by applying the interest rate specified in Article 2(5) of this law that was in force in the half-year in which the debtor became obliged to pay interest. For the first half of the year, the rate in force on 1 January of that year is applied; for the second half of the year, the rate in force on 1 July of that year is applied. The interest laid down in this law is calculated for each day of delay in payment on the unpaid amount payable.

43. It should be noted that the duty to pay procedural interest arises from the date the case was opened (in this case, 21 March 2025), and therefore the interest rate in force on 1 January 2025, which was 3.15 (https://www.ecb.europa.eu/stats/policy_and_exchange_rates/key_ecb_interest_rates/html/index.lt.html), and not 4.5%, as the claimant states in the claim, is applied to calculate the procedural interest. Under Article 2(5) of the Late Payments Law, this rate is increased by 8 percentage points. Accordingly, the claimant is to be awarded from the defendant annual procedural interest of 11.50% (8 + 3.15) on the awarded amount (€10,159.61) from the date the case was opened in court (21 March 2025) until full enforcement of the court judgment (Article 6.37(2) of the Civil Code, Article 2(5) of the Late Payments Law).

44. Since the claimant’s claim is upheld, the litigation costs it incurred in the case are awarded to the claimant from the defendant (Article 93(1) of the Code of Civil Procedure). The claimant paid €229 of stamp duty for the claim.

[…]

46. For the reasons stated, the claimant is awarded from the defendant a total of €2,529 of litigation costs (€229 + €2,300).

[…]

On the fine

49. The cassation court has explained that abuse of procedural rights means exercising a procedural right contrary to its purpose. Abuse of procedural rights is objective conduct, established on the basis of objective external signs of its manifestation. Abuse of procedural rights is an infringement, that is, conduct directly prohibited by civil procedure law, for which it is possible to apply the legal liability laid down in Article 95 of the Code of Civil Procedure. The exercise of a right laid down by law may be considered an abuse only in exceptional cases, where the right is clearly used contrary to its purpose (ruling of the Supreme Court of Lithuania of 14 February 2018 in civil case No 3K-3-36-313/2018). According to the cassation court’s case-law on the interpretation and application of Article 95 of the Code of Civil Procedure, the following conditions are necessary to impose a fine for abuse of procedural rights: dishonesty of the party and lack of merit of the claim, appeal or other procedural document containing the request at the time it was submitted to the court, or deliberate action against the fair and prompt examination and resolution of the case (ruling of the Supreme Court of Lithuania of 24 February 2014 in civil case No 3K-3-145/2014).

50. In this case the court did not find that the defendant, by bringing the counterclaim, clearly abused procedural rights. Everyone chooses by what legal means to defend their rights and interests. In this case the defendant submitted a reasoned counterclaim and evidence. By the counterclaim brought, the claimant sought to prove that the Claim Assignment Agreement is void on the grounds laid down in Article 1.80(1) and Article 1.81(1) of the Civil Code, so in this case it has no legal significance that it is not a party to the disputed transaction. The defendant’s counterclaim was dismissed by this judgment because the defendant did not prove that the counterclaim was well founded. The court did not find circumstances allowing it to conclude that the defendant brought the counterclaim in abuse of the right to apply to a court, dishonestly. Thus, in this case there is no basis for deciding the question of imposing a fine under Article 95 of the Code of Civil Procedure, and therefore the claimant’s request to impose a fine on the defendant is dismissed as unfounded.

Acting under Article 259 and Articles 269-270 of the Code of Civil Procedure of the Republic of Lithuania, the court

rules:

to uphold the claim in substance.

To award the claimant, the private limited liability company „[anonymised]“, legal entity code [anonymised], from the defendant, the private limited liability company „[anonymised]“, legal entity code [anonymised], €10,119.61 of debt (ten thousand one hundred and nineteen euros and 61 cents), €40 (forty euros) of recovery costs, annual procedural interest of 11.50% on the amount awarded by this court judgment, that is €10,159.61 (ten thousand one hundred and fifty-nine euros and 61 cents), from the date the case was opened in court (21 March 2025) until full enforcement of the court judgment, and €2,529 (two thousand five hundred and twenty-nine euros) of litigation costs.

To dismiss the counterclaim.

To dismiss the request of the claimant, the private limited liability company „[anonymised]“, for a fine.

To award to the State from the defendant, the private limited liability company „[anonymised]“, legal entity code [anonymised], €20.18 (twenty euros and 18 cents) of postage costs. The defendant is informed that the amount awarded to the State must be paid into the account of the State Tax Inspectorate under the Ministry of Finance of the Republic of Lithuania. Payment code 5662. After paying the litigation costs to the State, evidence confirming this must be submitted to the court without delay.

The judgment may be appealed within 30 days of its delivery to Vilnius Regional Court, by submitting an appeal through Vilnius City District Court.

Judge [anonymised]