Background
Defence
Lower Court Decisions
Supreme Court Decision


In its judgment of November 12 2001 (RJ 1073) the Supreme Court decided on the effects of the relationship between two disputes which had given rise to two different proceedings.

Background

Pinero y Diaz Sucesores de Diego Pinero Moreno, SL is a Spanish corporation against which some shareholders filed two lawsuits. Both claims challenged the validity of different resolutions made in different shareholders meetings.

The first challenged a resolution by means of which a director was appointed.

The second contested a resolution made at another shareholders meeting by means of which certain provisions of the company's bylaws were amended.

The grounds for both claims were that, according to the claimants, the relevant provisions of the bylaws regulating the quorum required to adopt resolutions had been wrongly construed and applied by the company. Therefore, both resolutions should be deemed invalid.

Defence

The company filed its defence to the second lawsuit arguing that both claims were based on the same issue: how the provisions regulating the quorum should be construed. As a consequence, there was a danger that the judges hearing each claim might file contradictory judgments.

Lower Court Decisions

The judge of first instance found for the defendant and stated that the second claim should not be dealt with until the first had been decided. On appeal, the Court of Appeal disagreed with this judgment and decided that there was no obstacle to the process.

The Supreme Court

After reviewing its previous decisions on this matter the Supreme Court decided that there was no obstacle to the case being tried, for this defence can only be used in cases where the same dispute is at stake.

In this case the Supreme Court found that although there was a connection between both claims, it was insufficient to stop the second claim.


For further information on this topic please contact Jorge Hern├índez or Jorge Capell by telephone (+34 9152 47100) or by fax (+34 9152 47153) or by email ([email protected] or [email protected]).