Separation of partners and sale of shares

separacion de socios

The complexity of contracts of sale of shares increases the risk of ending up in the courts.

The separation of partners companies involved in the signing of agreements involving both the shares in the company as the need for the sale of certain assets to make timely payments.

The ultimate goal of achieving ownership unbundling leaves no doubt, but the road can hold difficulties, especially when contracts acquire a certain complexity. A mayor complejidad, increased risk of differences of interpretation that ultimately must be resolved before the Court.

El Tribunal Supremo ha resuelto uno de estos casos en su Sentencia de 3 June 2016.

Epifanio, D. Paulino and D. Balbino companies were partners in Salinas e Hijos S.L.. (SH) e Iberdyc S.L. and they decided separating its assets in the units consisting of both commercial, and the ships in which Salinas e Hijos S.L.. It had its headquarters.

So they signed a "Part of the sale of shares agreement" by which the family branches of D. Paulino and D. Balbino, They sold its share in the aforementioned companies D. Epifanio.

The shares being sold were valued at 1,502,530 €.

The payment would be made under the following conditions: one part to the firm in January 2009 y la otra hasta el 1 May 2009. To this he was added a condition: the company SH 1 May 2009, no estuviese en concurso de acreedores ni en quiebra técnica. De ser así, the price would be reduced to 1,346,267 €.

And, este importe pendiente, depends on the sell the properties they had in common parts. Se establecen plazos prorrogables, prepayments price from the extension of the period, price brackets for the sale of ships, and finally the buyer's obligation to guarantee the operation.

The agreement is not fulfilled and D. Paulino and D. Balbino brought proceedings against D. Epifanio, urging the declaration of validity and effectiveness of the contract and the performance thereof, with payment of the outstanding price amounting to 1,134,094 €.

The first instance verdict upheld in part the demand and he condemned to D. Paulino to grant deed of sale of shares and to pay the price.

Paulino filed an appeal and the Provincial Court of Valencia, it dismissed, confirming the judgment of the Court of First Instance. For Hearing, the intention of the parties was that the price agreed for the shares was payable at the end of the deadlines, regardless of whether or not they had sold properties. And although it was established that the amount of sales of ships, It is initially earmark the payment of shares, this was not a condition: It was not subject payment of shares for sale property.

So the defendant filed appeal to the Supreme Court alleging infringement of Articles 1281 and 1281 the C.C. concerning the interpretation of contracts and 1255 C.C. on the autonomy.

The Chamber rejects the appeal.

It refers to the criteria of interpretation of contracts expressed in the SSTS of 29 January 2015 and 25 April 2016:

  • The guiding principle of interpretive work is the real will actually intended by the parties.
  • The contract should be interpreted as a whole unit with logic and not as a sum of terms.
  • The literal interpretation is subject to the guiding principle.

And the application of the above criteria to the case, considered the parties did not contemplate as a condition of sale of the property to proceed ownership unbundling, which was the aim pursued by the parties.

Ultimately, The appeal is dismissed, la sentencia se confirma y se condena al demandado a otorgar escritura pública de purchase of shares and to pay the price.

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