In a decision issued in May 2026 (Interlocutory Appeal No. 2339657-65.2025.8.26.0000), the 11th Private Law Chamber of the São Paulo State Court of Appeals (TJSP) found that a fraudulent conveyance had occurred in connection with receivables assignments made by Revpack Tecnologia (“Assignor”) to Atlanta FIDC (“Assignee”) after the Assignor had been served with process in an enforcement proceeding brought by Banco Pine.
Banco Pine initiated an enforcement proceeding based on an extrajudicial enforcement instrument against Revpack. After being served on July 7, 2025, Revpack subsequently assigned trade receivables represented by invoices to the fund. The Court dismissed Revpack’s interlocutory appeal and upheld the lower court’s decision declaring the assignments executed after service of process ineffective against Banco Pine. The attachment of Revpack’s revenues and the deposit of a portion of the receivables into the enforcement court’s account were likewise maintained.
The decision was grounded on Article 792, IV[1], of the Brazilian Code of Civil Procedure, under which a fraudulent conveyance exists when, at the time of the transfer or encumbrance of assets, legal proceedings capable of rendering the debtor insolvent are pending. According to the TJSP, the transfer of receivables under those circumstances impaired satisfaction of the debt and justified the immediate recognition of fraud.
The central issue addressed by the Court concerned the purchaser’s good faith. Atlanta FIDC relied on Superior Court of Justice (STJ) Precedent No. 375[2], which conditions recognition of fraudulent conveyance upon either the registration of an attachment lien or proof of bad faith on the part of the third-party acquirer. The TJSP declined to extend such protection because the fund, acting as a professional investor, failed to conduct even minimal due diligence before acquiring the receivables. Funds that professionally engage in receivables acquisitions are subject to a higher standard of diligence than that imposed on occasional third-party purchasers.
According to the Court, this standard includes verifying the existence of legal proceedings against the assignor of the receivables through court distribution certificates (certidões de distribuição), which are public records freely accessible to any interested party. Judicial confidentiality does not excuse the purchaser from conducting such verification: while the content of court decisions may be sealed, the existence and registration of the lawsuit itself remain public information that would ordinarily be revealed through a routine search.
Although rendered in the specific context of receivables assignments, the decision may influence credit policies, eligibility criteria, and asset acquisition procedures adopted by FIDCs. The absence of documented due diligence procedures may make it more difficult for purchasers of receivables to evidence their good faith, particularly where professional investors are involved, in future disputes concerning fraudulent conveyance or the effectiveness of assignments.
The Court’s assessment of good faith reflects governance and risk-management practices increasingly expected from professional participants in the financial markets. For FIDCs, securitization companies, financial institutions, and institutional investors, formal due diligence is no longer merely an operational best practice; it has become an important legal safeguard to support the enforceability of transactions.
References
SÃO PAULO (State). Court of Appeals of the State of São Paulo (TJSP). Interlocutory Appeal No. 2339657-65.2025.8.26.0000. Appellant: Revpack Tecnologia e Comércio de Componentes Plásticos Ltda. Appellee: Banco Pine S.A. Reporting Judge: José Marcelo Tossi Silva. 11th Private Law Chamber. Decided on May 25, 2026. Available at: TJSP Judgment No. 2339657-65.2025.8.26.0000. Accessed on June 10, 2026.
FIDC NEWS. TJSP recognizes fraudulent conveyance in assignments to FIDC and requires prior due diligence by the acquiring fund. São Paulo, June 3, 2026. Available at: https://fidcnews.com.br/tjsp-reconhece-fraude-a-execucao-em-cessoes-para-fidc-e-exige-diligencia-previa-do-fundo-adquirente/. Accessed on June 9, 2026.
[1]Art. 792. The transfer or encumbrance of an asset shall be deemed a fraudulent conveyance in enforcement proceedings:
(…) IV – when, at the time of the transfer or encumbrance, legal proceedings were pending against the debtor that were capable of rendering the debtor insolvent;
(…) § 1. A transfer made in fraud of enforcement proceedings shall be ineffective with respect to the judgment creditor. (…)
[2]STJ. Precedent No. 375 – Civil Procedure Law – Fraudulent Conveyance in Enforcement Proceedings
The recognition of a fraudulent conveyance in enforcement proceedings depends on either the registration of the attachment (lien) over the transferred asset or proof of bad faith on the part of the third-party acquirer.
(Precedent No. 375, Special Court of the Superior Court of Justice (STJ), decided on March 18, 2009, published in the Official Electronic Gazette on March 30, 2009.)