1. The Supreme Court Curbs the Use of Credit Blacklists as a Pressure Tool: A Disputed Debt Cannot Be Treated as Unpaid.
In its Judgment No. 1314/2026, issued on 23 July 2026, the Spanish Supreme Court updated its approach regarding the inclusion of personal data in creditworthiness databases where the debt has already been challenged by the consumer. The ruling reiterates that such databases cannot be used as a means of pressuring payment of an amount whose existence, enforceability or quantum is genuinely disputed.
The case arose from a financing agreement that the borrower considered usurious. Before being included in the ASNEF-EQUIFAX database, she had submitted an out-of-court claim to the financial institution challenging the validity of the agreement, requesting the removal of certain contractual clauses and seeking reimbursement of amounts unduly charged. She subsequently filed a claim seeking a declaration that the agreement was void for usury. Despite these actions, the financial institution reported her details to the database and maintained the listing even after becoming aware of the judicial proceedings.
The first-instance and appellate courts dismissed the claim. However, the Supreme Court concluded that, at the time of the inclusion, the debt could no longer be regarded as undisputed or unquestionable. The dispute had already been raised beforehand, first through a well-founded out-of-court claim and subsequently through judicial proceedings. Consequently, the requirements of Article 20.1(b) of the Organic Law on Data Protection and Guarantee of Digital Rights were not met, as this provision requires the debt to be certain, due and payable and for its existence or amount not to have been challenged by the debtor.
The Supreme Court held that the inclusion constituted an unlawful interference with the claimant’s right to honour and ordered the financial institution to pay compensation of EUR 2,000. In assessing the amount, the Court considered that the listing did not remain on file for an especially long period, that only two entities had consulted the data and that no denial of financing attributable to the listing had been proven. The judgment therefore reinforces a fundamental principle: creditworthiness databases are reserved for unjustified defaults and cannot be transformed into a pressure mechanism against individuals who maintain a legitimate and previously formalised dispute regarding the debt.
2. The Supreme Court Strengthens Protection of Shareholders Against Majority Abuse.
Spanish Supreme Court Judgment (Civil Chamber) No. 824/2026, dated 29 May, addresses whether a resolution approving the exercise of a corporate liability action may be deemed abusive where, despite its appearance of formal legitimacy, its true purpose is to alter the company’s balance of power and harm minority shareholders.
The dispute arose from the challenge of a resolution adopted at an extraordinary general meeting of a limited liability company held on 4 February 2020. The resolution approved the exercise of a corporate liability action against several directors and former directors of the company on the basis of the right to information provided for in Article 196 of Royal Legislative Decree 1/2010 of 2 July, approving the consolidated text of the Capital Companies Act (“LSC”), and the alleged prejudice caused to the company’s interests, on the grounds that the resolution did not respond to an objective need and was adopted solely for the benefit of the majority shareholder (Article 204.1 LSC). The resolution also entailed the automatic removal of two of the affected directors pursuant to Article 238.3 LSC.
At first instance, Commercial Court No. 1 of Barcelona dismissed the claim in its entirety and upheld the validity of the resolution, finding neither a breach of the right to information nor an infringement of the company’s interests through abuse of majority power.
An appeal was subsequently filed. The Barcelona Provincial Court upheld the appeal and declared the challenged resolution null and void, finding that it had been adopted through an abuse of majority power. In the Court’s view, the decision to pursue the corporate liability action lacked a reasonable business need, conferred an advantage on the majority shareholder and caused unjustified harm to the minority. According to the Court, the true aim was not the subsequent pursuit of the liability action itself, but rather the removal of the minority group from the company’s management and the avoidance of the economic consequences associated with the termination of the managing director’s service agreement.
The company then lodged an appeal before the Supreme Court. The first ground alleged an incorrect application of Article 204.1, second paragraph, of the LSC, arguing that the resolution served a legitimate purpose and that the requirements established by case law for finding majority abuse were not met. The second ground contended that the Provincial Court had infringed Article 29 LSC by relying on the conflict between the resolution and a shareholders’ agreement as a decisive factor in declaring the resolution void.
The Supreme Court began by recalling that the second paragraph of Article 204.1 LSC allows corporate resolutions imposed abusively by the majority to be challenged even where no financial loss has been caused to the company. To that end, three cumulative requirements must be satisfied: the resolution must not respond to a reasonable corporate need, it must confer an advantage or benefit upon the majority and it must cause unjustified prejudice to minority shareholders. The Court further emphasised that it is necessary to assess, first, whether the objective pursued by the resolution responds to a genuine need and, second, whether the means chosen to achieve that objective are reasonable in light of the harm caused to minority shareholders. The reasonableness of a resolution is linked to the existence of less harmful alternatives capable of achieving the same purpose.
Applying this doctrine to the case, the Court confirmed that there was no reasonable need justifying the resolution. The purpose of a corporate liability action is to obtain compensation for damage suffered by the company as a result of directors’ conduct that is unlawful, contrary to the company’s articles of association or constitutes a breach of the duties inherent in the office, provided that such conduct is intentional or grossly negligent. However, in the case at hand, there was no evidence that the action had ever actually been pursued, nor that any specific recoverable loss had been identified or quantified. Furthermore, the alleged accounting irregularities found in the 2018 annual accounts could not, by themselves, support the existence of compensable financial damage suffered by the company.
The Court also found that the resolution conferred significant advantages upon the majority shareholder while causing unjustified harm to the minority. As a direct consequence of the resolution, certain directors belonging to the minority family group were automatically removed from office without entitlement to the compensation agreed under their service contracts, the composition and internal balance of the board of directors were altered and the investor shareholder’s effective influence over the company’s management increased. Moreover, the entry of the new majority shareholder had been accompanied by various agreements designed to ensure the participation of the family shareholders in the management of the company.
With regard to the second ground of appeal, the Supreme Court rejected the argument that the declaration of nullity was based on the infringement of a shareholders’ agreement. The Court reiterated that shareholders’ agreements are not enforceable against the company pursuant to Article 29 LSC, but clarified that the Provincial Court had not declared the resolution void for that reason. The shareholders’ agreement was merely used as contextual evidence to demonstrate the corporate positions originally agreed upon and to highlight the advantages obtained by the majority and the harm suffered by the minority as a result of the challenged resolution.
Accordingly, the Supreme Court dismissed the appeal in its entirety and confirmed the nullity of the resolution approving the exercise of the corporate liability action.
This judgment is particularly significant because it strengthens the doctrine of majority abuse under Article 204.1 LSC and confirms that even formally legitimate resolutions, such as the approval of a corporate liability action, may be set aside where they are used as a tool to alter the corporate balance of power, secure particular benefits for the majority or unjustifiably harm minority shareholders. The ruling also clarifies that shareholders’ agreements may serve as evidential context for assessing the existence of abuse, without granting them direct effectiveness against the company.
3. Delay in the Handover of Residential Property: Compensation for Loss of Use Value.
In Judgment No. 1410/2026, dated 10 September, the Spanish Supreme Court examined whether a delay in the delivery of a residential property gives rise to a presumption of compensable damage resulting from the loss of its use value or whether, instead, the purchaser must specifically prove the existence and extent of the harm suffered.
In the case under review, the purchasers acquired subsidised housing units that should have been delivered no later than 11 August 2007, but title deeds were not executed and possession was not transferred until July and August 2008. As a result of the delay, they claimed compensation calculated by reference to the rental value of equivalent properties during that period. The Court of First Instance dismissed the claim due to a lack of evidence of specific damage, whereas the Provincial Court upheld the appeal and ordered the developer to pay the amounts claimed.
In resolving the appeal, the Supreme Court examined Articles 1101 and 1106 of the Spanish Civil Code, together with its established case law on the doctrine of damages ex re ipsa loquitur (“the thing speaks for itself”), according to which damages are not presumed in every case of contractual breach, but only where “the existence of the damage necessarily and inevitably follows from the unlawful act or breach itself, or where it constitutes a compulsory, natural and unavoidable consequence thereof, or where the damages are indisputable, evident or manifest”.
Against this background, the Supreme Court confirmed that the doctrine of damages ex re ipsa applies where the financial loss clearly derives from the breach itself. In the present case, the delay in delivery deprived the purchasers of the opportunity to use and enjoy the properties or to lease them and therefore caused an economically quantifiable loss of value. The Court consequently held that the unavailability of the property, in itself, gives rise to compensable damage. It is therefore unnecessary for the purchaser to prove that alternative accommodation was rented or that a specific rental income opportunity was lost, since the loss already arises from the temporary deprivation of the rights of use and enjoyment inherent in ownership.
On that basis, the Supreme Court dismissed the appeal, fully upheld the judgment of the Provincial Court and ordered the appellant to bear the costs of the appeal, together with the forfeiture of the deposit lodged for that purpose.
