Generic estimate approved at the meeting: voidable resolution

A resolution that approves an estimate with undetermined amounts, or that gives the manager a blank delegation over the size of the expense, is voidable for lack of a determined subject matter. The meeting must resolve on an expense that is determined or at least determinable on the basis of objective criteria stated in the decision itself. Approving works generically without an amount, or authorising the manager to spend whatever is needed, deprives owners of the chance to assess the financial commitment consciously.

The subject matter of the resolution must be determined

Every meeting resolution must have a clear subject. When the decision concerns an expense, clarity means stating the amount or the parameters that allow it to be calculated. Article 1135 of the Italian Civil Code gives the meeting the task of approving the estimate of expenses and their split: this presupposes that the items are set out in an understandable way and that owners know how much their contribution amounts to.

An estimate that only states the nature of the work without figures, or that refers to an amount to be defined later without criteria, does not allow this assessment. As a result, the resolution can be challenged for lack of a determined or determinable subject matter.

The difference between determined and determinable

The law does not always require an exact figure down to the cent. A determinable expense is allowed, meaning one that can be calculated with certainty on the basis of elements already fixed in the resolution. For example, approving a work at a predefined unit price applied to a measurable quantity makes the expense determinable. What is not allowed is a completely open amount left to the discretion of whoever will carry out the decision.

• Determined: overall amount stated in the resolution
• Determinable: unit price and quantity or calculation criterion stated
• Undetermined: expense with no amount or criteria, not allowed
• Blank delegation: authorisation to spend with no cap or parameters, defective

Blank delegation to the manager

A frequent case is the generic authorisation to the manager to carry out works and spend whatever is required. Apart from urgent expenses, for which Article 1135 provides a specific rule with a duty to report to the next meeting, the manager cannot receive an open financial mandate. Ordinary and extraordinary expenses must be approved by the meeting with a determined content. A delegation without financial limits turns the owners' decision into a choice by the manager, altering the division of powers.

How to challenge and how to cure

Lack of determinacy gives rise to voidability, to be raised by a challenge under Article 1137 within thirty days by owners who were absent, dissenting or abstaining, after a mandatory attempt at mediation. The simplest way to avoid litigation, however, is to cure the defect at source: bring a complete estimate back to the meeting and resolve again with determined amounts. A new compliant resolution overcomes the defect of the previous one.

Good practice for the agenda

To approve an expense correctly it is best to attach the estimates obtained to the agenda, state the maximum amount authorised and specify the split among the owners. Making the documents available before the meeting allows an informed vote and reduces disputes. In this area, clarity about the figures is the best form of prevention.

AmministraPro lets you attach estimates to the notice of meeting, prepare the agenda with the amount and split of the expense, and minute the approval with the financial detail. The features for meetings and accounting are described on the /funzioni page and the plans on the /prezzi page.