A €300,000 claim dismissed as time-barred: when the limitation period starts to run in a Romanian real-estate joint venture

The Cluj Specialised Tribunal upheld the limitation defence raised in our statement of defence, the Cluj Court of Appeal upheld that ruling in full, and the High Court of Cassation and Justice annulled the final appeal — making the outcome final.

In a dispute between two companies that had worked together on a residential building in Cluj-Napoca, the former partner asked the court to order the judicial liquidation of their unincorporated joint venture (asociere în participațiune) and the payment of a “profit share” estimated at approximately €300,000. We represented the defendant company and obtained the dismissal of the action as time-barred, without the court ever reaching the merits of the claim.

The case is instructive for any company that has entered into an unincorporated joint venture — a structure very common in Romanian real-estate development — because it demonstrates something the parties almost always overlook: the limitation period does not start to run when one party decides to ask for the money, but on the date the parties themselves fixed in the clauses of their contract.

Case summary

The facts: an unincorporated joint venture for a residential building

In March 2018, two companies entered into an unincorporated joint venture agreement for the construction of a multi-unit residential building in Cluj-Napoca. The structure was a classic one for the real-estate market:

• the first partner (our client) contributed the land, the building permit, the technical documentation and working capital;
• the second partner (the future claimant) contributed the construction activity — engaging and supervising the works, and managing relations with suppliers and the site supervisor.

The agreement provided for a presumed 50/50 split of profits and losses between the partners, with the final account and the exact contribution shares to be determined after completion and registration of the building. The building was to be registered in the land book (cartea funciară) in the name of the first partner.

Two clauses proved decisive several years later:

• the term clause: the agreement was concluded for 18 months, with an express end date, and could be extended “only by written agreement of the parties, recorded in an addendum, tacit extension being excluded”;
• the liquidation clause: upon termination of the joint venture, each party was entitled to appoint a liquidator within 15 days of the event giving rise to termination.

The building was in fact completed, formally accepted and registered in the land book in July 2020 — roughly ten months after the date on which the joint venture agreement had expired. The partners never settled accounts amicably. In August 2024, the former second partner brought proceedings against our client.

The legal issue: two heads of claim, one limitation period

The action contained two heads of claim: (1) judicial liquidation of the unincorporated joint venture and (2) an order requiring our client to pay the claimant its share of the profit. Both concerned patrimonial rights, subject to the general three-year limitation period laid down in Article 2517 of the Romanian Civil Code.

The whole dispute therefore came down to a single question: from what date did that period start to run?

• The claimant’s position: the period ran from the sale of the last apartment in the building (November 2021), because only then could the true profit of the venture be known.
• Our position: the period ran from the reference points the parties had fixed in the contract — the termination of the joint venture and the completion and registration of the building — and both had long since passed by the time the action was filed.

Calculating the period: two contractual reference points, both expired

We built the limitation defence on two alternative calculations, both leading to the same result.

The court of first instance accepted both reference points, and the Cluj Court of Appeal went one step further: it accepted the claimant’s argument that the two heads of claim are closely connected and that there must be a single limitation period — but held that this single period began to run on the date of completion and registration of the building, that is, in July 2020, and expired in July 2023. The action had been filed in August 2024, more than a year late.

The Court of Appeal’s reasoning deserves the attention of any developer: the parties had set a maximum period in the contract for carrying out the project, and the settlement operations were meant to fall within that period. The fact that the building was in reality completed later justifies deferring the start of the limitation period — but only as far as the objective reference point identified by the parties (completion and registration), and not to some later moment chosen according to the procedural interest of one of them.

The claimant’s argument based on the sale of the last apartment was rejected for a simple and verifiable reason: the contract said nothing about selling the apartments. No clause made the distribution of profits and losses conditional on the sale of the residential units. The interpretation advanced was, as the Court of Appeal held, the product of subjective reasoning, external to the intention of the parties.

The arguments on interruption and suspension of the limitation period — and why they failed

Once the starting date was settled, the claimant sought to show that the period had been interrupted or suspended. It relied, in turn, on three mechanisms. All were rejected, both at first instance and on appeal.

WhatsApp screenshots do not prove acknowledgement of the debt

The claimant filed photocopies of WhatsApp conversations in which “finalising the calculations” was mentioned, relying on the ground of interruption in Article 2537 point 1 of the Civil Code — acknowledgement of the right by the person in whose favour the limitation period runs.

The courts held that these were printed screenshots which did not allow the participants in the conversation to be identified, still less an explicit expression of intention to acknowledge the right. An informal discussion about “calculations” does not amount to acknowledgement of a debt.

Negotiations about a different project do not suspend the limitation period

On appeal, the claimant invoked Article 2532 point 6 of the Civil Code — suspension of the limitation period for the duration of negotiations conducted with a view to settling the dispute amicably, but only if those negotiations took place in the last six months before the period expired. It argued that the parties had negotiated over a number of months.

We demonstrated, document by document, that the e-mails, notices and notarial certification record relied on concerned an entirely different real-estate project and a different legal act — a preliminary sale agreement relating to other properties, which was not the subject of the proceedings. The Court of Appeal expressly held that no evidence had been produced of negotiations concerning the building that was the subject of the joint venture.

This is one of the most useful practical lessons of the case: where the same two companies are involved in several projects, correspondence must identify unambiguously which contract it refers to. Otherwise, genuine negotiations about one project have no legal effect on the deadlines under the other.

Notices sent after the period has expired interrupt nothing

The claimant also relied on putting the debtor in default, under Article 2537 point 4 of the Civil Code read together with Article 1522(3), on the basis of two notices — one served directly, the other through a bailiff. Both had, however, been issued after the date on which the limitation period had already expired.

The rule admits of no nuance: a notice sent after the period has expired cannot interrupt a limitation period that has already run out. There is no “revival” of a right of action extinguished by the passage of time.

The argument turned around: the claimant’s own e-mail

The most effective argument for the defence was not a provision of law but a document placed on the file by the opposing party itself. In an e-mail of November 2022, the director of the claimant company wrote that the sum claimed in respect of the building erected under the joint venture “should have been paid in March 2020”.

The document the claimant relied on as evidence of acknowledgement of the debt became evidence that, on its own interpretation, the right had arisen much earlier — and had therefore become time-barred.

We showed the court that, beyond the literal and systematic interpretation of the contract, there is also a factual interpretation, given by the parties themselves through their own conduct: if the claimant considered that the profit share had fallen due in March 2020, then an action filed in August 2024 was manifestly out of time.

The appeal: the ruling upheld in full

The claimant appealed against the limitation ruling. Our client filed an incidental appeal (cross-appeal) under Article 461(2) of the Code of Civil Procedure, directed solely against certain parts of the reasoning of the first-instance judgment concerning the interpretation of a contractual clause — not in order to change the outcome, which was in our favour, but as a matter of legal prudence: that reasoning could have acquired the force of res judicata and could have been relied on against the client in any future dispute over how the accounts between the partners were to be settled.

The Cluj Court of Appeal dismissed both appeals and upheld the judgment in full. The incidental appeal was dismissed on a ground which in fact confirms the client’s position: the first-instance court had ruled only on the limitation defence, without deciding how the liquidation was to be carried out, and the reasoning complained of was not operative and caused the client no prejudice. In other words, the risk the incidental appeal was aimed at did not exist.

The final appeal: annulled by the High Court. A final ruling

The claimant lodged a final appeal (recurs) against the appeal judgment and against a procedural order made in the course of the hearing. In June 2026, the Second Civil Division of the High Court of Cassation and Justice annulled the final appeal and ordered the appellant to pay our client’s legal costs. The ruling is final.

One point deserves emphasis, because many litigants discover it too late: in Romania, the final appeal is not a “third hearing” of the case. It is a remedy confined strictly to questions of law, subject to rigorous requirements as to form, grounds and filing, non-compliance with which is sanctioned by nullity (Articles 486 and 489 of the Code of Civil Procedure). A final appeal that fails to meet those requirements is never examined on its substance.

Frequently asked questions

When does the limitation period start to run under an unincorporated joint venture agreement?

From the date on which the cause of action arose, under Article 2523 of the Romanian Civil Code, and that moment is determined first and foremost by the clauses of the contract. In the case discussed here, the reference points were the termination of the joint venture on the contractual end date (together with the 15-day period for appointing a liquidator) and the completion and registration of the building — the moment expressly agreed for drawing up the final account. The applicable period is the general one of three years (Article 2517 of the Civil Code).

If the parties carried on working together after the contract expired, is the period extended?

Not automatically. Where the contract provides that any extension may be made only by written addendum and that tacit extension is excluded, continuing to work together in fact neither extends the contract nor moves the date from which the limitation period runs.

Do WhatsApp messages or e-mails interrupt the limitation period?

Only if they satisfy the conditions of Article 2537 of the Civil Code. An acknowledgement of the right must be unequivocal and must come from an identifiable person with authority to bind the company. Screenshots that do not allow the participants to be identified and contain no explicit assumption of the obligation do not have that effect.

Do negotiations between the parties suspend the limitation period?

Article 2532 point 6 of the Civil Code provides for suspension for the duration of negotiations conducted with a view to an amicable settlement, but only if they took place in the last six months before the period expired. The negotiations must be proved and must concern precisely the legal relationship in dispute — negotiations about a different contract or a different property have no effect.

Until when can the limitation defence be raised in proceedings?

Limitation does not operate automatically, and the court may not apply it of its own motion (Article 2512 of the Civil Code). It may be raised only before the court of first instance, in the statement of defence or, where a statement of defence is not mandatory, at the latest at the first hearing for which the parties have been duly summoned (Article 2513 of the Civil Code).

Do you have a dispute over a joint venture or the settlement of accounts between partners?

We advise companies, real-estate developers and investors in complex commercial disputes: defending against claims brought by former partners, analysing limitation periods before proceedings are started or challenged, the liquidation and settlement of unincorporated joint ventures, and the recovery of commercial debts.

The details of this case study have been anonymised. The names of the parties, the numbers of the judgments and other information identifying the court file are not given. This material is for information purposes only; it describes rulings given in a specific case and does not constitute legal advice. The outcome in another case will depend on its own contractual terms and evidence.