CONDITIO IURIS OR CONDITION PRECEDENT IN SHARE PURCHASE AGREEMENTS IN THE SUPREME COURT RULING OF 28 OCTOBER 2013

Abstract

In its ruling of 28 October 2013, the Spanish Supreme Court found that article 1119 of the Spanish Civil Code was not applicable, because the court regarded administrative authorization as a conditio iuris for an agreement to purchase shares in a company. Furthermore, the court took no account of the fact that applicable administrative rules require the administrative authorization to appear in the purchase agreement as an inherent condition (as in fact it did).