In short
On July 1, 2026, the Senate Committee on Constitution and Justice approved, in a unanimous final vote, Bill 3,085/2026, which regulates paragraph 2 of Article 105 of the Constitution—the requirement of relevance for the admission of special appeals to the Superior Court of Justice (STJ), established by Constitutional Amendment 125/2022. If approved, a filter will be created that will ensure that most contractual disputes between companies are resolved in state court, without a “third chance” at the STJ. This shifts the center of gravity of the litigation: the presentation of evidence and the quality of the arguments in the lower courts will now determine the outcome.
Corporate Contracts Newsletter — OKUMURA Sociedade de Advogados | July 15, 2026
Okumura Sociedade de Advogados Newsletter - Key developments and their impact on corporate contracts ͏
July 15, 2026
NEWSLETTER – CORPORATE CONTRACTS
July 15, 2026
CORPORATE CONTRACTS
Okumura Sociedade de Advogados Newsletter — Key developments and their impact on corporate contracts
01
Superior Court of Justice — A person under curatorship may hold equity in a family holding company
Context
In a ruling published on June 17, 2026, the Third Panel of Brazil's Superior Court of Justice (STJ), in an opinion delivered by Justice Nancy Andrighi, reviewed the case of a wife — court-appointed curator of her legally incapacitated husband — who sought judicial authorization to transfer the couple's real estate into a family holding company. Each spouse would hold 50% of the quotas, to be later gifted to their daughters with a lifetime usufruct reserved for the parents. The trial court and the court of appeals had both denied the request, reasoning that the Brazilian Civil Code bars incapacitated persons from carrying on business activity. The case number is withheld, as the proceedings are under judicial seal.
Legal Summary
The STJ drew a line between two roles that lower courts had been conflating: the individual entrepreneur — the figure protected by paragraphs 1 and 2 of Article 974 of the Civil Code — and the quotaholder, who merely holds an equity interest without personally running the business. Paragraph 3 of the same article expressly allows incapacitated persons to be parties to articles of association, provided they hold no management role, the capital is fully paid in, and they act through a legal representative. The Panel added one safeguard: prior judicial authorization, allowing courts to weigh the circumstances of each case.
Practical Impact
The supervening incapacity of a family patriarch or matriarch — an increasingly common scenario as founders of family businesses age — no longer stalls succession planning. Structures combining a holding company, gifts of quotas and usufruct remain viable even with a quotaholder under curatorship, as long as the design observes the safeguards: prior court approval, fully paid-in capital and management entrusted to a legally capable partner. For business families, this is the moment to revisit plans that had been put on hold for this very reason.
Ref.: STJ — Third Panel | Ruling published on June 17, 2026 (case under judicial seal) | Article 974 of the Brazilian Civil Code
02
Superior Court of Justice — Corporate health plans covering fewer than 30 members can only be terminated for a legitimate reason (Repetitive Theme 1,047)
Context
Under Repetitive Theme 1,047, decided by the Second Section and reported by the STJ on March 20, 2026, the court settled the conditions under which a health insurance carrier may unilaterally terminate corporate group health plans covering fewer than 30 beneficiaries — the bracket that includes most small and mid-sized Brazilian companies.
Legal Summary
The holding: unilateral termination by the carrier is valid only if supported by a duly demonstrated, legitimate justification. Because these small group contracts closely resemble individual plans, the duties of good faith and the social function of contracts require a genuine reason — a boilerplate no-cause termination clause is not enough. As a qualified precedent, the ruling is binding on all Brazilian courts (Article 927, III, of the Code of Civil Procedure). The STJ also recalled Theme 1,082: termination remains barred while any beneficiary is hospitalized or undergoing treatment essential to survival.
Practical Impact
Companies that sponsor plans for small teams now have a concrete shield against surprise cancellations — a recurring practice when a group's claims ratio rises. Upon receiving a termination notice, the company should demand the carrier's written justification and test whether it holds up; generic or retaliatory cancellations can be challenged in court with the backing of binding precedent. The issue lands squarely on HR and the benefits budget: a forced change of carrier usually brings new waiting periods and higher premiums.
Ref.: STJ — Repetitive Theme 1,047 (Second Section) | Reported on March 20, 2026
03
Senate — The "relevance" filter for appeals to the STJ moves forward, reshaping contract litigation strategy (Bill 3,085/2026)
Context
On July 1, 2026, the Senate's Constitution and Justice Committee unanimously approved, in a terminative vote, Bill 3,085/2026, which implements paragraph 2 of Article 105 of the Brazilian Constitution — the "relevance" requirement for special appeals to the STJ, introduced by Constitutional Amendment 125/2022. Unless the matter is called to the Senate floor, the text goes straight to the Chamber of Deputies. An important caveat: this is still a bill, not law in force.
Legal Summary
Under the approved text, an appellant must show, in a dedicated and reasoned section of the appeal, that the federal-law question at stake carries legal, economic, political or social relevance extending beyond the interests of the parties. Rejecting an appeal for lack of relevance will require a two-thirds vote of the deciding panel; once relevance is recognized, the reporting justice may stay, nationwide, all cases raising the same issue until the precedent is set. The bill amends the Code of Civil Procedure and mirrors the "general repercussion" mechanism used by the Federal Supreme Court (STF).
Practical Impact
If enacted, the filter will cause most contract disputes between companies to end at the state appellate level, with no "third chance" before the STJ. That shifts the center of gravity of litigation: the evidentiary record and the quality of advocacy in the lower courts will decide the outcome. For those drafting contracts, mechanisms the company itself controls gain value — arbitration, tiered mediation, choice of forum and clauses clear enough not to depend on appellate interpretation. It is worth tracking the bill in the Chamber of Deputies and reassessing the risk profile of key contracts before the new regime takes effect.
Ref.: Federal Senate — Bill 3,085/2026 | Approved by the Constitution and Justice Committee on July 1, 2026
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Informational content. It is not legal advice and does not replace an analysis of the specific case. Produced with the support of artificial intelligence and reviewed by the signing lawyer, under the firm's AI Policy.