{"id":3677,"date":"2026-06-17T11:15:46","date_gmt":"2026-06-17T14:15:46","guid":{"rendered":"https:\/\/tavaresborba.com.br\/?p=3677"},"modified":"2026-06-17T11:15:46","modified_gmt":"2026-06-17T14:15:46","slug":"direito-de-preferencia-boa-fe-objetiva-e-seguranca-juridica-o-que-ensina-a-recente-decisao-do-stj-no-caso-multiplan-x-prevhab","status":"publish","type":"post","link":"https:\/\/tavaresborba.com.br\/en\/direito-de-preferencia-boa-fe-objetiva-e-seguranca-juridica-o-que-ensina-a-recente-decisao-do-stj-no-caso-multiplan-x-prevhab\/","title":{"rendered":"Right of Preference, Objective Good Faith, and Legal Certainty: What the recent STJ decision in the Multiplan x PREVHAB case teaches us."},"content":{"rendered":"

O Business and Labor News Clipping<\/em> The decision of the 3rd Panel of the Superior Court of Justice in the judgment of Special Appeal No. 2,161,316\/SP, involving Multiplan Empreendimentos Imobili\u00e1rios SA and PREVHAB Previd\u00eancia Complementar, dated June 12, 2026, reflected an important event.<\/p>\n

Although the case is situated within the context of corporate law and investment operations in shopping centers, the grounds adopted by the Superior Court of Justice (STJ) transcend the limits of the specific controversy and offer relevant reflections on the binding force of business proposals, the role of objective good faith in contractual negotiations, and the legal limits of exercising the right of first refusal.<\/p>\n

The case in summary<\/strong><\/p>\n

PREVHAB was negotiating the sale of shares in Ribeir\u00e3o Shopping with a third party, who had submitted a proposal considered binding.<\/p>\n

Faced with this negotiation, Multiplan formally exercised its right of first refusal, accepting the conditions offered by the third party and causing the original negotiations to be interrupted.<\/p>\n

Later, however, Multiplan abandoned the acquisition, citing the economic impacts of the COVID-19 pandemic and claiming that the completion of the transaction depended on conditions related to the procedure of... due diligence<\/em>.<\/p>\n

Due to the withdrawal, PREVHAB ended up selling its stake for a lower value than previously negotiated, and is now seeking legal redress for the losses suffered.<\/p>\n

The Court of Justice of S\u00e3o Paulo recognized Multiplan's responsibility and ordered the company to pay compensation for material damages resulting from the loss of the most advantageous offer, an understanding later upheld by the Superior Court of Justice.<\/p>\n

Exercising the right of first refusal creates a binding obligation.<\/strong><\/p>\n

Perhaps the most relevant aspect of the ruling is the reaffirmation of a classic principle of contract law: an accepted offer creates a legal obligation.<\/p>\n

In examining the controversy, Minister Moura Ribeiro highlighted that exercising the right of first refusal, under the same conditions offered by the interested third party, represented a true acceptance of the proposal, producing the effects foreseen in article 427 of the Civil Code.<\/p>\n

In other words, once the option to acquire the asset under the established conditions has been expressed, the legal relationship has moved beyond the merely preliminary stage of negotiations.<\/p>\n

The decision is particularly relevant because it dispels the perception, sometimes present in the business environment, that exercising the right of first refusal constitutes a mere expression of interest or reservation of opportunity.<\/p>\n

According to the Superior Court of Justice (STJ), when exercised unequivocally and under the previously offered conditions, the right of first refusal has binding effect and produces concrete legal consequences. The Court reaffirmed that acceptance of the offer generates a legal obligation, preventing unjustified withdrawals when there is no legitimate contractual cause for doing so.<\/p>\n

Due diligence is not a right of withdrawal clause.<\/strong><\/p>\n

Another key point of the judgment concerns the interpretation of the audit clauses (due diligence<\/em>).<\/p>\n

The Court acknowledged that the audit has a technical and objective purpose: to identify liabilities, irregularities, contingencies, or encumbrances related to the asset being negotiated.<\/p>\n

What is unacceptable is the transformation of due diligence<\/em> in a mechanism for discretionary withdrawal from the deal.<\/p>\n

The decision accurately states that the audit does not authorize the buyer to subjectively reassess the economic viability of the transaction due to external factors or market fluctuations. Its purpose is limited to verifying specific technical irregularities of the asset, and it does not function as a right of withdrawal or as authorization for unilateral abandonment of the transaction.<\/p>\n

This conclusion is particularly relevant for complex corporate transactions, where precedent conditions are common. The ruling reinforces that such conditions should be interpreted objectively, according to their contractual purpose, and not as instruments to legitimize opportunistic changes of heart.<\/p>\n

Pandemic and the theory of contract termination frustration.<\/strong><\/p>\n

Multiplan argued that the COVID-19 pandemic had substantially altered the economic conditions of the business, justifying the abandonment of the operation.<\/p>\n

The argument, however, was rejected.<\/p>\n

The Superior Court of Justice (STJ) concluded that the sanitary restrictions did not make the fulfillment of the obligation impossible, nor did they eliminate the economic utility of the contract. On the contrary, the lower courts recognized that the activity continued to generate economic results, thus rejecting the application of the theory of frustration of contractual purpose and the exclusions provided for in article 393 of the Civil Code.<\/p>\n

The decision signals an important guideline for the market: not every economic change resulting from extraordinary events justifies the unilateral breach of commitments made.<\/p>\n

For liability to be excluded, it is necessary to demonstrate the actual impossibility of fulfilling or the disappearance of the essential purpose of the contract, circumstances that were not verified in this specific case.<\/p>\n

Objective good faith as a structuring element of contracts.<\/strong><\/p>\n

The ruling also highlights the growing centrality of objective good faith in contemporary contract law.<\/p>\n

The decision demonstrates that PREVHAB interrupted negotiations with the third party due to Multiplan's formal statement, legitimately trusting in its binding nature and the completion of the transaction.<\/p>\n

This trust generated significant practical and economic consequences.<\/p>\n

When the buyer withdrew from the deal without a valid contractual basis, there was a breach of the obligation to enter into the contract and a loss of a concrete economic opportunity. The damage was recognized precisely because the most advantageous offer failed to materialize due to the exercise of the right of first refusal followed by an unjustified withdrawal.
\nIn this context, liability arose not only from the formal non-performance of an obligation, but also from the violation of the ancillary duties of loyalty, trust, and cooperation that guide the entire pre-contractual and contractual phase.<\/p>\n

Lessons for companies, investors, and legal professionals.<\/strong><\/p>\n

The decision by the 3rd Panel of the Superior Court of Justice (STJ) has important repercussions for the Brazilian business environment.<\/p>\n

Among the main conclusions drawn from the trial, the following stand out:<\/p>\n

\u2714 Exercising the right of first refusal can produce binding contractual effects.<\/p>\n

\u2714 An accepted offer cannot be abandoned due to mere subsequent economic convenience.<\/p>\n

\u2714 The clause of due diligence<\/em> This does not equate to an unrestricted right of withdrawal.<\/p>\n

\u2714 Market fluctuations, even those resulting from extraordinary events, do not automatically eliminate contractual liability.<\/p>\n

\u2714 Objective good faith continues to play a central role in protecting the legitimate trust generated during negotiations.<\/p>\n

\u2714 Fortuitous events or force majeure only eliminate liability when they effectively make the fulfillment of the obligation impossible or eliminate the essential purpose of the contract.<\/p>\n

Final considerations<\/strong><\/p>\n

The ruling in REsp No. 2,161,316\/SP represents yet another important precedent from the Superior Court of Justice in favor of the stability of business relationships and the protection of trust in business operations.<\/p>\n

In an increasingly complex economic landscape, where large investments depend on lengthy negotiations, extensive audits, and multiple conditions precedent, the decision reaffirms a fundamental premise of contemporary private law: contractual freedom remains preserved, but it cannot be confused with the freedom to breach validly undertaken commitments.<\/p>\n

The legal security of business transactions demands predictability, consistency, and respect for one's word. This was precisely the message reaffirmed by the 3rd Panel of the Superior Court of Justice (STJ) when it upheld the conviction of Multiplan and recognized that the exercise of the right of first refusal, when carried out in binding terms, generates legal responsibilities that cannot be waived due to unjustified withdrawals or simple changes in economic convenience.<\/p>\n

The firm's performance also deserves mention. Tavares Borba Lawyers<\/strong>, responsible for representing the interests of PREVHAB Previd\u00eancia Complementar throughout the lawsuit, whose legal argument was fully accepted by the lower courts and subsequently ratified by the 3rd Panel of the Superior Court of Justice.<\/p>\n

This precedent, therefore, reinforces not only the importance of objective good faith and the binding force of business proposals, but also the need for technical rigor in structuring and conducting complex business operations, especially when they involve pre-emptive rights, contractual audits, and investments of significant economic value.<\/p>","protected":false},"excerpt":{"rendered":"

The 3rd Panel of the Superior Court of Justice (STJ) ruled that exercising the right of first refusal, when carried out under the conditions offered by a third party, creates a binding obligation and prevents unjustified withdrawal. This case, highlighted in the Business and Labor Clipping of June 12, 2026, reinforces the importance of objective good faith, the protection of trust, and the limits of due diligence in business transactions. The precedent strengthens legal certainty in corporate negotiations and confirms liability for damages resulting from the unjustified breach of assumed obligations. The work of Tavares Borba Advogados, representing PREVHAB Previd\u00eancia Complementar in the case, also deserves mention.<\/p>","protected":false},"author":6,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[64],"tags":[67],"class_list":["post-3677","post","type-post","status-publish","format-standard","hentry","category-ronald-sharp-jr","tag-clipping"],"_links":{"self":[{"href":"https:\/\/tavaresborba.com.br\/en\/wp-json\/wp\/v2\/posts\/3677","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/tavaresborba.com.br\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/tavaresborba.com.br\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/tavaresborba.com.br\/en\/wp-json\/wp\/v2\/users\/6"}],"replies":[{"embeddable":true,"href":"https:\/\/tavaresborba.com.br\/en\/wp-json\/wp\/v2\/comments?post=3677"}],"version-history":[{"count":1,"href":"https:\/\/tavaresborba.com.br\/en\/wp-json\/wp\/v2\/posts\/3677\/revisions"}],"predecessor-version":[{"id":3678,"href":"https:\/\/tavaresborba.com.br\/en\/wp-json\/wp\/v2\/posts\/3677\/revisions\/3678"}],"wp:attachment":[{"href":"https:\/\/tavaresborba.com.br\/en\/wp-json\/wp\/v2\/media?parent=3677"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/tavaresborba.com.br\/en\/wp-json\/wp\/v2\/categories?post=3677"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/tavaresborba.com.br\/en\/wp-json\/wp\/v2\/tags?post=3677"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}