БЕНЕФІЦІАР ЯК УЧАСНИК ПРАВОВІДНОШЕННЯ, ЩО ВИНИКАЄ ІЗ ДОГОВОРУ РАХУНКА УМОВНОГО ЗБЕРІГАННЯ (ЕСКРОУ)
Authors: Tarhonii Yuliya ,   Львівський національний університет імені Івана Франка
Published: July 2024

The article deals with the special legal status of a beneficiary as a party to an escrow account contract and as a benefit recipient. The provisions of legislation on the rights and obligations of a beneficiary in a tripartite legal relationship based on the provisions of the Civil Code of Ukraine, the Law of Ukraine «On Joint Stock Companies», and the Law of Ukraine «On Banks and Banking Activities» were analyzed. The author clarifies the prerequisites for envisaging the provision of the Civil Code of Ukraine on the beneficiary's right to be a party to the contract and correlates this fact with the legal nature of its status. The author reveals that the legislative regulation of beneficiary's participation in legal relations under an escrow account contract is not exhaustive. The author examines the role of a beneficiary in the legal relationship under an escrow account contract for making settlements under the squeeze-out procedure. It is found out that the procedure for concluding an escrow account contract for exercising the rights of an issuer (client) during the compulsory redemption of shares was designed as such where the beneficiary's participation is required only at the stage of receiving funds for his/her shares purchased by the issuer from the bank. Taking into account the tendency to expand the scope of application of the aforementioned contract in Ukraine, the author concludes that the tripartite format of legal relations involving the beneficiary as a party to the obligation is appropriate for escrow account contracts for the sale and purchase of real estate, goods and services. At the same time, in the case of an escrow account comtract for squeeze-out procedure, it is more appropriate to involve the beneficiary only as a benefit recepient, and not as a party to the contract. This is due to the impossibility of imposing additional obligations on the beneficiary in this case and the very nature of its participation in the aforementioned legal relationship. The author clarifies the range of persons who may be beneficiaries under an escrow account contract and also examines the content of the legislative wording regarding "other persons" who may receive funds from an escrow account. In addition to the persons named in the contract as beneficiaries, these may include their heirs, legal successors, persons in whose interests’ restrictions (encumbrances) on the shares to be acquired are imposed, or other persons who are entitled to receive funds under the law, the list of which is not exhaustive. The author examines the procedure for obtaining funds by such persons and provides examples of the documents required for this purpose. The author analyses an example of a court decision in a case of violation of the beneficiary's rights to receive funds from an escrow account and draws conclusions about the need to develop mechanisms for their more comprehensive legislative protection. Keywords. Trilateral obligation, benefit recipient, squeeze-out, bank, shareholder.