The Third Panel of the Superior Court of Justice (STJ — Brazil’s highest appellate court for non-constitutional federal law) issued a significant ruling for the Brazilian business environment, validating the use of cryptocurrencies to settle contractual obligations between private parties. In ruling on Special Appeal (REsp) 2,235,558, the court established that mere price fluctuation of a digital asset does not justify invalidating a legal transaction.
The Case and the Courts’ Position
The legal dispute originated in a lawsuit seeking contract termination and the nullity of contractual clauses. The case involved the transfer of the cryptocurrency Token I9COIN as partial payment for the acquisition of real estate and a vehicle. The seller claimed that the cryptoasset had been fraudulently overvalued and was linked to a financial pyramid scheme, requesting that the obligation be converted into legal tender currency.
On appeal, the Santa Catarina State Court of Justice (TJSC) dismissed the fraud claim. The state appellate court highlighted the seller’s lack of caution in failing to assess the transaction’s risks beforehand. The TJSC ordered the rescission of the real estate contract solely because only partial payment occurred, but upheld the validity of the vehicle contract and the agreed use of the cryptoasset as payment.
Upon reviewing the appeal, the reporting justice at the STJ, Justice Nancy Andrighi, upheld the Santa Catarina court’s understanding, dismissing the seller’s claim and reinforcing the validity of transactions involving digital assets.
Grounding in the Legal Framework for Cryptoassets
The STJ decision is grounded in current legislation, specifically Federal Law No. 14,478/2022, known as Brazil’s Legal Framework for Cryptoassets. The reporting justice highlighted that the law recognizes the regularity of virtual assets, defining them as digital representations of value that can be used for payments or investments.
It is important to emphasize the distinction drawn by the court between cryptocurrencies and legal tender. According to the ruling:
- Lack of legal tender status: Unlike the Brazilian Real (BRL), cryptocurrencies do not have forced circulation status in Brazil. Therefore, their acceptance in contracts is strictly optional.
- Nature of the obligation: When parties agree to use cryptocurrencies, the obligation does not constitute a debt in money under Article 315 of the Brazilian Civil Code, but rather the transfer of a digital asset.
The justice emphasized that, because no legal prohibition exists, transactions involving cryptocurrencies are valid under the Brazilian legal system, which not only recognizes them but also provides legal protection.
Volatility and Risk Assumption
A core element of the ruling is the allocation of risk in contracts involving digital assets. Using cryptocurrencies constitutes a high-risk investment for both parties — both buyer and seller.
The high volatility of these assets, which can lead to significant variations in purchasing power, must be weighed by the parties when executing the agreement. The STJ determined that both parties bear the risk of appreciation or depreciation of the asset’s value when converted into Brazilian Reais. Consequently, market fluctuation does not serve as a legal basis to invalidate the agreed transfer.
Practical Considerations for Businesses
The STJ Third Panel ruling brings greater legal certainty to private transactions utilizing new financial technologies. For founders, investors, and executives structuring commercial operations, this precedent reinforces that using cryptoassets as payment is legitimate, provided there is mutual agreement between the parties. However, judicial validation comes with a reminder of the need for prior due diligence and a clear understanding that price fluctuation risks are fully assumed by the contracting parties.
This content is for informational purposes only and does not constitute legal advice. For guidance on specific matters, consult a qualified lawyer.
Deixe um comentário