An association’s new articles: notice of the meeting by email

Osaühing Rosehill challenged approval of the new articles because it had not received the notice or draft. The appeal court later changed only the allocation of procedural costs.

Osaühing Rosehill, which owned premises in the building, sought a declaration that the 29.04.2022 resolution approving new articles of Narva linn, Kangelaste prospekt 3 korteriühistu was void. It challenged notice of the meeting, allocation of costs and voting arrangements. The association said it had sent the notice and draft in advance to an email address known to it. The court found that the email had been sent to an account that was already closed. Sending the message did not prove its delivery. The company had received neither the notice nor the draft and could not prepare for the meeting. The court regarded this as a material defect in convening the meeting. The absence of a signature on the notice was not itself considered a material defect. The court found the meeting quorate but declared its resolution void because of the notice defect. It therefore did not examine the alternative objections to the substance of the articles. The court refused to stay proceedings pending the other dispute about the articles. Initially, each participant was left to bear its own costs. On 31 October 2025, however, Tartu Ringkonnakohus reversed only the costs part: the association must bear the costs of both the first-instance and appeal proceedings, with the amount to be determined separately by Viru Maakohus. The finding that the meeting resolution was void was not challenged or re-examined on appeal.

The first-instance court declared the 29 April 2022 meeting resolution void and refused a stay. On 31 October 2025, Tartu Ringkonnakohus changed only the costs allocation: the association must bear the costs of both instances, with the amount to be determined separately. The finding of nullity was not re-examined.