Partners pacts or agreements for social: Court confirms its validity

pact partners










The Supreme Court has ruled on the validity of the covenants of partners or shareholders agreements in sentence 16 June 2014.

The Company Sanchez Cano S.A. It was founded by Michelangelo and his wife Cristina. At the time the conflict, the capital was divided among his four sons: Alfonso 33%, Aquiline 33%, María Milagros 17% and Angels 17%.

Conflict arises on the validity of the shareholder agreements signed the 25 October 2001 that once were elevated to the public by affidavit.

In these shareholder agreements stipulated that:

  • Participation in society Sanchez Cano should be represented by the following shares: Alfonso 30%, Aquiline 30%, María Milagros 20% and Angels 20% and to take place at the lowest tax cost transmission 3% which respectively missing M.Milagros and Angels. The usufruct of shares corresponding to the founders D. Michelangelo and Mrs.. Maria Cristina, must in the act to reverse the bare owners.
  • Participation in the Brazilian subsidiary should be distributed equally between each of the brothers.
  • The property belonging to D. Michelangelo and Mrs.. Cristina Sanchez Cano be provided S.A. and new units that generate the children will be transmitted, maintaining the same proportion.
  • Brands, will be provided to society, in exchange for an annuity.

On the death of one of the grantors of the covenant (Ms.. Cristina) the provisions of his will not respect what was agreed in the shareholder agreement.

Ms.. Angels brought the claim before the Court of First Instance of Murcia, against his father, the vacant inheritance from his mother and siblings, requesting the validity and enforceability of the covenant partners or shareholders agreement.

The defendants were partially but somehow pave the pact parasocial is only partially valid and considered ineffective promise of transfer of immovable property, the brands and the waiver of usufruct on shares. They also argue that the will is valid and is not affected by a pact partners or shareholders agreement.

The Circuit Court Judge núm.13 of Murcia sentencing and declares the full validity, validity and effectiveness of the shareholder agreements, but rejects the request for compensation for damages and adaptation of the will.

All parties have recourse to the Provincial Court of Murcia confirming the validity of the shareholder agreements of 25 October 2005 which were accepted by all members of the family and whose validity was not discussed in subsequent years. The Court does not consider these shareholder agreements They are against public order or against third. The appeal is partly, setting the transfer of shares to be left under pact partners, transmission of usufruct in the proportion agreed and buildings and marks the company "Sanchez Cano SA".

The part originally sued (Miguel Angel, Alfonso and Aquilino) seek review of procedural infringements and cassation for referral to Supreme Court.

As for the appeal for procedural infringement, the first reason given is the inconsistency, for having sentenced the defendants to extremes that were not requested by the plaintiff. The reason is estimated in part by the Supreme Court, basically condemning the brothers of the transfer of the shares of the Brazilian subsidiary, they do not own but correspond in more than one 97% the parent Sanchez Cano SA: the sentence requested exceeds.

Also, assignment of trademarks and property D. Michelangelo had not been requested in the application. The sentence was alone against the brothers.

The appeal is based on infringement of jurisprudence on the preliminary contract shareholder agreements of 2001. The Supreme Court says that the doctrine of the effects of pre-contract can not be applied by analogy to shareholder agreements, since the latter, contain obligations for the parties and are fully enforceable. The pacts partners, or shareholders' agreements are valid provided they do not exceed the limits on the autonomy (Judgments 128 and 138 both of 6 March 2009).

And the fact that a few years have elapsed without urging compliance with the agreement, does not mean not having obligational content. As the conflict did not arise and parents lived, was confident that the agreement would be fulfilled.

In summary, for Supreme Court, the pacts partners or shareholders agreements are valid and are binding on the signatories.

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