Piercing Of The Corporate Veil Under The Consumer Protection Law - Interpretation Of Par. 5, Article 28 Of The Consumer Protection Code

Under the Consumer Protection Law, the piercing of the corporate veil is an issue that still raises controversies - in view of its significant practical effects, especially to suppliers - and involves the following questions: is it necessary to exist fraud or abuse of right by the partners to pierce the corporate veil or, is it enough that the legal entity be an obstacle to the compensation for losses caused by legal entities to consumers?

Based on the premise that Law is not an exact science, the answer to this question also requires thoughts and debates on the subject. Such disputes are inherent to the process of setting of opinions and court precedents.

The fact is that article 28 of the Consumer Protection Code established the theory of the piercing of the corporate veil for relations regulated by that Code in a more comprehensive manner than the Brazilian Civil Code.

Indeed, while the Civil Code establishes the need of either a deviation from the corporate purpose or a blur between the legal entity's and the partners' assets for the corporate veil to be pierced, paragraph five of the Consumer Protection Code (CDC) entails a broader construction; under said paragraph, the corporate veil may be pierced where the latter represents an obstacle to the compensation for damages suffered by consumers.

The main issue concerns exactly the interpretation of said article: some say it should be interpreted in a teleological, systematic manner, consistent with the lead paragraph thereof and, therefore, that the piercing of the corporate veil always requires a situation of fraud or abuse of right.

Other part of the doctrine holds that the application of paragraph five cannot be ruled out, on pain of violation of the law maker's will, by creating a new material event to which the piercing of the corporate veil will be applied.

Within the context of the constitutional consumer protection and in view of the CDC system of rules, it does make sense that the piercing of the corporate veil be more comprehensive and favorable to consumers under this Code. This is also the opinion of the Federal Superior...