Appeal court voids waste-contract termination, reopens damages claim

UAB "Ekonovus" provided collection and transport of packaging waste from the municipal stream in Alytus city, Alytus district, Birštonas and Prienai under two temporary contracts: Nr. 188 of 24 October 2013 with UAB "Alytaus regiono atliekų tvarkymo centras" and VšĮ "Žaliasis taškas", and Nr. 20150424/133 of 21 April 2015 with the same centre and VšĮ "Gamtos ateitis". Clause 13.3 of each contract kept services running until a newly selected provider began work under a lawfully conducted procedureTeismai. By letter of 20 January 2023 the centre told Ekonovus it had signed public-procurement contracts with UAB "Kauno švara"Teismai, which would start on 1 February 2023Teismai.

The Lithuanian Court of Appeal, by Sprendimas Nr. e2A-567-467/2026 of 12 November 2026, partly allowed Ekonovus appealTeismai against the Kaunas Regional Court judgment of 21 April 2026. It annulled the dismissal of the claim for a declaration and granted it: the centre's unilateral termination of both temporary contracts with effect from 1 February 2023Teismai was unlawfulTeismai. Their temporary character did not mean expiry at end-2022 or annual renewal, and the exit condition in clause 13.3 had not occurredTeismai because the successor had not been selected in a lawful mannerTeismai. Earlier final rulings had found the centre's negotiated procedures without publication unlawfulTeismai when it concluded interim contracts Nr. 713–716 of 27 December 2022 and Nr. 155–158 of 7 April 2023 with Kauno švara, fining the centre 123,819.20 Eur and 176,884.58 Eur while preserving those contracts for continuity of a public service. That unlawfulness went to the very exit condition: because the successor had not been selected in the lawful manner, the contractual termination condition never aroseTeismai.

The damages claim against the centre, 286,636.25 EurTeismai of lost profit for February–June 2023Teismai, returns to the first instance for retrialTeismai. The appellate court held that one established element of contractual liability, unlawful conduct, is not enough to award damagesTeismai. The retrial must establish the scope of Ekonovus contractual duties during the disputed period and how long and at what volume it could have continued, compare claimed volumes, rates and costs with verifiable data, separate costs saved by not performing from costs still incurred, and address profit tax in the lost-profit calculation. A court may fix the amount where precise proof is objectively impossible, but the claimant must still supply the evidence it holds or can obtain. Causation between the unlawful termination and the unpaid income, and fault for contractual liability, were not examined and must be decided, with further evidence and the expert report tested against the duties actually in force.

The dismissal of the damages claim against Kauno švara standsTeismai. Eight Ekonovus Alytus staff joined Kauno švara between 29 June 2022 and 24 May 2023 through public advertisements and were assigned to mixed municipal and food waste rather than packaging wasteTeismai. The court found no proof of who solicited whom, when or howTeismai, no loss of a key client or supplierTeismai, and no joint unlawful actTeismai. Liability for the procurement and the termination turned on the centreTeismai, while the poaching allegations against Kauno švara failed for lack of proofTeismai, and neither company answered for the other conductTeismai, so there was no solidary liability for the same lossTeismai.

First-instance costs orders were set aside with the remitted part and will be reallocated after retrial, including appellate costs. Advisers with temporary service contracts should tie any exit to a lawfully selected successor actually starting work, and keep service volumes, rates, cost breakdowns and tax treatment capable of proving lost profit. Legal basis: Civilinis kodeksas 6.246–6.249 and 6.6(3); Civilinio proceso kodeksas 326(1) and 327(1).