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the provisions of the New TCC. This rule is of a mandatory nature, as
a result of which, parties to a transaction may not arbitrarily choose the
application of the provisions of the Current TCC or the New TCC to such
transaction.
As per article 2/a/2 of the Application Act, in case a judge decides to
apply the provisions of the Current TCC in a decision rendered after the
entry into force of the NewTCC, such decision shall provide a justification
in relation to the choice of law.
2. Vested Rights and Statutory Relations
The entry into force of the New TCC is significant with regards to
vested rights. Pursuant to articles 4 and 5 of the Application Code, events,
which have not yet entitled any rights as of the entry into force of the
New TCC, shall be subject to the provisions of the New TCC. Therefore,
dilatory rights or expected rights shall be governed by the New TCC
as of the entry into force date of the code. Vested rights, arising from
agreements shall be preserved.
On the contrary, statutory statutes and rights shall not be preserved.
Article 3 of the Application Act states that provisions of the New TCC
shall apply to statutory relations immediately as of the entry into force
date, which are completely independent from vested rights. Liability
regime, statutes, right to file a lawsuit, minority rights and similar
statutory provisions fall within the scope of this article. The justification
of this article provides for certain examples such as the partners of a
limited liability company no longer being managers
per se
since the self-
management rule is no longer applicable under the New TCC, and the
partners no longer exercising their audit rights given that independent
auditing is foreseen for limited liability companies.
3. Prescription and Statutory Periods
Duration of the prescription and statutory periods which commenced
prior to the entry into force of the New TCC shall be subject to the
provisions of the Current TCC. Nevertheless, other aspects in relation to the
calculation of the periods, such as interruption and discontinuation, shall be
governed by the provisions of the New TCC as of its entry into force.