Decision on Petition No. 4991 Regarding FINANCECASA SRL

REPUBLIC OF MOLDOVA
NATIONAL FINANCIAL MARKET COMMISSION
77 Stefan cel Mare si Sfant Blvd, Chisinau, MD 2012, tel: (373 22) 859 401, www.cnpf.md, e-mail: office@cnpf.md

DECISION
September 8, 2026 No. 45/7

Regarding the petition registered with the National Financial Market Commission under No. 4991 on June 18, 2026, regarding "FINANCECASA" SRL

On June 18, 2026, within the framework of the National Financial Market Commission (CNPF), the petition of Ms. [...] (debtor/petitioner), submitted by her representative, Mr. [...], was registered (under No. 4991), requesting the intervention of the CNPF regarding the legal relationship mentioned below.

I. Factual Circumstances

1. From the content of the petition, it is established that the legal relationship between "FINANCECASA" SRL (creditor/professional) and the debtor was established based on the Non-Bank Credit Contract No. [...] dated [...] (Contract).

2. The credit granting conditions resulting from the Contract are as follows:
   2.1. total credit value: 4,000.00 MDL;
   2.2. interest rate for credit usage: 1.5 percent per day;
   2.3. effective annual interest rate: 547.5 percent;
   2.4. total payable amount: 5,800.00 MDL;
   2.5. non-bank credit term: 30 days.

3. In this context, it should be noted that at the time of concluding the Contract, "FINANCECASA" SRL was registered in the Register of authorized non-bank credit organizations, conducting non-bank credit activities.

II. Procedural Circumstances

4. By the Order of the CNPF President No. 410 dated June 24, 2026, regarding the ex officio involvement of "FINANCECASA" SRL in the administrative procedure initiated by the petition submitted by Mr. [...], representative of Ms. [...], and the suspension of the administrative procedure, "FINANCECASA" SRL was involved in the administrative procedure. It was requested, via CNPF letter No. 05-5/2628 dated June 25, 2026, to submit relevant explanations regarding the circumstances invoked in the petition, a copy of the Credit File, and copies of other relevant supporting documents by July 8, 2026, inclusive.

5. In this case, "FINANCECASA" SRL did not submit the requested explanations and documents.

6. Additionally, considering the imperative to conduct complete investigations, which implies time for the careful examination of presented evidence and the formation of objective and motivated conclusions, by the Order of the CNPF President No. 547 dated July 31, 2026, regarding the extension of the general term of the administrative procedure initiated by the petition submitted by Mr. [...], representative of Ms. [...], the general term of the administrative procedure was extended until August 16, 2026.

7. Subsequently, by the Order of the CNPF President No. 601 dated August 11, 2026, regarding the suspension of the administrative procedure initiated by the petition of Ms. [...], submitted by the representative of Mr. [...], the administrative procedure was suspended until August 21, 2026, inclusive. It was requested, via CNPF letter No. 05-5/3508 dated August 12, 2026, for "FINANCECASA" SRL to submit explanations for the purpose of a hearing.

8. In this context, to date, "FINANCECASA" SRL has not submitted certain explanations or documents.

9. Subsidiarily, given the insufficient nature of the information held by the CNPF, for the purpose of ensuring an exhaustive investigation of the factual circumstances, by the Order of the CNPF President No. 695 dated August 25, 2026, regarding the suspension of the administrative procedure initiated by the petition of Ms. [...] submitted by the representative of Mr. [...], the administrative procedure was suspended until September 8, 2026, inclusive. It was requested, via letter No. 05-5/3881 dated August 26, 2026, for the petitioner to submit additional documents.

10. Consequently, on September 3, 2026, the petitioner's representative submitted explanations (registered at the CNPF under No. 7804).

III. Legal Circumstances

11. In accordance with Article 26 paragraph (1) of Law No. 202/2013, the CNPF conducts control over the compliance with the provisions of legislation in the field of consumer credit contracts.

12. Furthermore, the Civil Code establishes in Article 10 paragraph (1) that "(1) Natural and legal persons participating in civil legal relationships must exercise their rights and fulfill their obligations in good faith, in accordance with the law, the contract, public order, and good morals. Good faith is presumed until proven otherwise."

13. In accordance with Article 11 paragraph (1) of the Civil Code, "(1) Good faith is a standard of conduct of a party, characterized by correctness, honesty, openness, and taking into account the interests of the other party in the legal relationship."

14. According to Article 775 paragraph (1) of the Civil Code, "(1) The debtor and creditor must act in good faith at the moment of birth, during existence, at the moment of execution, and settlement of the obligation."

15. In accordance with Article 1072 paragraph (1) of the Civil Code, "(1) In a contract between a professional and a consumer, a clause that has not been individually negotiated is considered abusive if it is proposed by the professional and significantly disadvantages the consumer, contrary to good faith."

16. Furthermore, the provisions of Article 1073 of the Civil Code are relevant, according to which, "In a contract between professionals, a clause proposed by one party that has not been individually negotiated is considered abusive if it is provided for in Article 1077 and significantly deviates, contrary to good faith, from good commercial practices."

IV. CNPF Assessment

17. Analyzing the contractual clauses, the information from the documents presented by the creditor and debtor, in light of the requirements of Law No. 105/2003, Law No. 202/2013, and the Civil Code, especially in relation to the normative framework stated above, the CNPF highlights the following:

17.1. Ab initio, the establishment of the quality of professional possessed by "FINANCECASA" SRL in the legal relationship under examination is claimed, for the subsequent qualification of the abusive nature of the contractual clauses.

Regarding this subject, it should be noted that, at the date of concluding the Contract, OCN "FINANCECASA" SRL was conducting credit activities. Following the liquidation of the main type of activity by striking OCN "FINANCECASA" SRL from the Register of authorized non-bank credit organizations, in accordance with Article 20 paragraph (2) letter a) of Law No. 1/2018 regarding non-bank credit organizations, in the State Register of legal persons, kept by I.P. "Public Services Agency", the corresponding modifications were made, including in the name of the legal person, excluding the phrase "Non-Bank Credit Organization" and the abbreviation "OCN", with the creditor finally having the name "FINANCECASA" SRL.

Taking into account the quality held at the date of establishing the legal relationship, it is established that its activity was conducted professionally, based on the clauses and conditions offered by it, with contractual clauses prepared in advance for a multitude of contracts.

Complementarily, it is noted that in accordance with the provisions of Article 4 paragraph (2) of Law No. 192/1998 regarding the National Financial Market Commission, the CNPF's competencies regarding regulation, supervision, and control in the field of consumer rights protection extend, correspondingly, to subjects who previously held the quality provided for in paragraph (2), until all obligations are fulfilled or all rights are exercised in relation to consumers.

17.2. In accordance with point 3.6 of the Contract, "During the delay period, a late payment interest (penalty) will be calculated at a rate of 2.5% of the credit debt amount for each day of delay-from the first day of delay, after the repayment date of the non-bank credit indicated in the contract, and until the day of effective repayment of the credit."

17.3. According to Article 1069 paragraph (4) of the Civil Code, "in the contract between a professional and a consumer, it is presumed that the clauses were proposed by the professional and that they have not been individually negotiated."

17.4. In this context, it should be noted that, within the administrative procedure, the creditor did not present evidence demonstrating that the consumer had the actual possibility to influence the content of the clause at point 3.6 of the Contract, including regarding the amount of the penalty, the calculation base, the application period, or the existence of a cap on it. Accordingly, in the absence of contrary evidence, the clause at point 3.6 of the Contract should be assessed as a clause that has not been individually negotiated.

In accordance with the provisions of Article 1072 of the Civil Code, "(1) In a contract between a professional and a consumer, a clause that has not been individually negotiated is considered abusive if it is proposed by the professional and significantly disadvantages the consumer, contrary to good faith. (2) Articles 1077-1079 contain the list of clauses considered abusive in the contract between a professional and a consumer without the need to evaluate them according to paragraph (1) of this article and Article 1075. (3) The lists provided for in the articles mentioned in paragraph (2) shall not be interpreted as exhaustive lists."

At the same time, according to Article 1077 paragraph (1) point 6 of the Civil Code: "(1) Clauses that have not been individually negotiated and have as object or effect: [...] 6) requesting from the consumer who has not fulfilled the obligation without justification a disproportionate penalty in relation to the damage caused by the non-fulfillment of contractual obligations."

In order to assess the significant disadvantage and the disproportionate nature of the penalty, within the limits of its discretionary right, the CNPF retains as relevant reference elements - the amount of the penalty, its annualized equivalent, the accumulation rate, the existence of time limits, the total value of the credit, as well as the good faith of the creditor.

17.5. In this case, establishing a penalty of 2.5 percent for each day of delay represents, by its level, a significant financial burden for the consumer, as the penalty can reach, in a relatively short period, an amount comparable to or even exceeding the principal outstanding obligation. Moreover, the clause establishes a sanction that accumulates daily, over an indefinite period, without establishing a contractual cap on the maximum amount that can be charged. At a rate of 2.5 percent for each day of delay and a calculation base of 4,000 lei, the penalty constitutes 100 lei for each day of delay and can reach, after only 50 days, if a simple application of the daily rate is considered, a value equal to the sum of the debt upon which it is calculated. Subsequently, it continues to accumulate thereafter, without a contractual cap, a circumstance which, in its entirety, constitutes a significant disadvantage for the consumer. Under these conditions, the passage of time leads, by itself, to the continuous increase of the consumer's obligation, without point 3.6 of the Contract establishing a contractual mechanism by which the accumulation of the penalty would be limited after reaching a reasonable level, relative to the creditor's damage. In this sense, it should be noted that the level of the sanction must be correlated with its economic function, namely ensuring timely repayment, and must not lead to the creation of an obligation whose magnitude makes the repayment of the principal debt difficult or excessively burdensome.

At the same time, the sanction provided for in point 3.6 of the Contract must be analyzed in the context of the costs borne by the consumer as a result of the Contract. According to point 3.1 of the Contract, interest is calculated daily until the date of effective repayment of the credit and interest for the use of the credit. Therefore, even after the emergence of arrears, the creditor continues to charge interest on the unpaid capital, being remunerated for the period during which the capital remains at the disposal of the debtor. Under these conditions, the cost of using the capital and, to a relevant extent, the cost associated with its unavailability are already reflected in the contractual interest. The additional application of a penalty of 2.5 percent for each day of delay significantly amplifies the financial burden on the consumer, without the Contract resulting in an objective justification for such a level. The arguments presented support the condition of significant disadvantage to the consumer and the disproportionate nature of the penalty, which determines the abusive nature of the contractual clause.

17.6. Regarding the requirement of good faith, it is assessed that a professional acting fairly and taking into account the legitimate interests of the consumer could not reasonably assume that the latter, within the framework of an effective individual negotiation, would accept a clause that allows the accumulation of a penalty of 2.5 percent for each day of delay, without a cap and until the full payment of the debt, under the conditions that this sanction can reach, in a relatively short interval, to equal and subsequently exceed the value of the outstanding obligation.

In this order of ideas, the findings from the Decision of the Supreme Court of Justice, dated July 30, 2025, pronounced in Case No. 2rac-269/22, are relevant, according to which, "when the penalty is calculated daily as a percentage of the outstanding debt, without a cap or other limitation mechanism, it always becomes disproportionate if it exceeds the outstanding debt" (point 62), this disproportionality resulting "from the very nature of the cumulative calculation formula", or, "a daily percentage penalty generates an exponential growth in the amount owed, regardless of the concrete circumstances of the delay, its duration, or any efforts by the debtor to remedy the situation", the result becoming "a punitive sanction that no longer fulfills the essential function of evaluating the possible damage in an anticipatory and reasonable manner" (point 63).

Under these conditions, the CNPF concludes that point 3.6 of the Contract constitutes an abusive clause both in light of Article 1072 paragraph (1) of the Civil Code, and under Article 1077 paragraph (1) point 6) of the same Code, because the clause, not being individually negotiated, significantly disadvantages the consumer, contrary to good faith, by excessively aggravating their financial burden and, at the same time, establishes a disproportionate penalty in relation to the damage caused by the non-fulfillment of the obligation.

18. From the considerations stated above, on the basis of Article 1 paragraph (1), Article 8 letter t), Article 18 paragraph (3), Article 20 paragraph (1), paragraph (6), and paragraph (7), and Article 22 paragraph (3) of Law No. 192/1998 regarding the National Financial Market Commission, Law No. 202/2013 regarding consumer credit contracts, Law No. 105/2003 regarding consumer protection, the Administrative Code, the Civil Code, and the Regulation on the organization and functioning of the National Financial Market Commission (CNPF Decision No. 57/11/2022),

The National Financial Market Commission DECIDES:

1. The abusive nature of the clause in the Non-Bank Credit Contract No. [...] dated [...], contained in point 3.6, according to which, "During the delay period, a late payment interest (penalty) will be calculated at a rate of 2.5% of the credit debt amount for each day of delay-from the first day of delay, after the repayment date of the non-bank credit indicated in the contract, and until the day of effective repayment of the credit." is established.

2. A lawsuit is submitted to the court, seeking the declaration of nullity of the abusive clause indicated in point 1.

3. Control over the execution of point 2 is placed under the responsibility of the Legal Department.

4. This Decision may be contested by filing a preliminary request with the CNPF (MD-2012, Chisinau, 77 Stefan cel Mare si Sfant Blvd), within 30 days from the date of communication.

5. This Decision enters into force on the date of adoption, is communicated to the recipients in accordance with the legislation, and is published on the official website of the CNPF (www.cnpf.md).

Dumitru BUDIANSCHI,
PRESIDENT