1. The Spanish Supreme Court Curtails the Use of Credit Blacklists as a Means of Pressure: A Disputed Debt Cannot Be Treated as Unpaid.
In its judgment No. 1314/2026, issued on 23 July 2026, the Spanish Supreme Court has updated its approach to the inclusion of personal data in credit reference agencies where the debt has already been challenged by the consumer. The Court reiterates that such databases cannot be used as a means of exerting pressure to secure payment of an amount whose existence, enforceability, or quantum is subject to a bona fide dispute.
The case concerned a financing agreement that the borrower considered usurious. Before her details were reported to ASNEF-EQUIFAX, she had submitted an out-of-court claim to the lender challenging the validity of the agreement, requesting the removal of certain contractual clauses, and seeking reimbursement of amounts allegedly charged without justification. She subsequently commenced legal proceedings seeking a declaration that the agreement was void for usury. Notwithstanding these actions, the financial institution reported her details to the credit reference agency and maintained the listing even after becoming aware of the judicial proceedings.
Both the Court of First Instance and the appellate court dismissed the claim. However, the Supreme Court held that, at the time of the listing, the debt could no longer be regarded as undisputed or uncontested. The dispute had already been raised, first through a reasoned extrajudicial claim and subsequently through formal court proceedings. Consequently, the requirements of Article 20.1(b) of the Organic Law on Data Protection and the Guarantee of Digital Rights were not met, as the provision requires that the debt be certain, due and payable, and that neither its existence nor its amount has been challenged by the debtor.
The Supreme Court found that the inclusion of the claimant’s data constituted an unlawful interference with her right to honour and ordered the financial institution to pay compensation of €2,000. In assessing damages, the Court took into account that the listing remained in place for a relatively limited period, that only two entities had accessed the data, and that no refusal of financing attributable to the listing had been proven. The judgment reinforces a key principle: credit reference databases are intended for cases of unjustified non-payment and must not be used as a pressure mechanism against individuals who have raised a legitimate and duly formalised dispute regarding the debt.
2. The Supreme Court Strengthens Protection of Shareholders Against Majority Abuse.
Judgment No. 824/2026 of the Supreme Court (First Chamber), dated 29 May, addresses the possibility of regarding a resolution approving the exercise of a corporate liability action as abusive where, despite appearing formally legitimate, its true purpose is to alter the balance of power within the company and prejudice minority shareholders.
The dispute arose from a challenge to a resolution adopted at the extraordinary general meeting of a private limited company held on 4 February 2020. The resolution approved the bringing of a corporate liability action against several directors and former directors of the company. The challenge was based on the alleged infringement of the right to information under Article 196 of Royal Legislative Decree 1/2010 of 2 July, approving the consolidated text of the Spanish Companies Act (“LSC”), and on the alleged harm to the corporate interest, as the resolution did not respond to an objective necessity and had been 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 an infringement of the right to information nor any conflict with the corporate interest resulting from majority abuse.
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 bring the corporate liability action lacked any reasonable necessity for the company, conferred an advantage on the majority shareholder and caused unjustified harm to the minority. According to the Court, the true purpose pursued was not so much the subsequent exercise of the corporate liability action as the removal of the minority group from the management of the company and the avoidance of the economic consequences arising from the termination of the managing director’s contract.
The company then appealed to the Supreme Court. The first ground of appeal alleged an incorrect application of Article 204.1, second paragraph, LSC, arguing that the resolution pursuing the corporate liability action served a legitimate purpose and that the requirements established by case law for a finding of majority abuse were not met. The second ground argued that the Provincial Court had infringed Article 29 LSC by treating the conflict between the shareholders’ agreement and the corporate resolution as a decisive factor in declaring the resolution void.
The Supreme Court began by recalling that the second paragraph of Article 204.1 LSC permits the challenge of corporate resolutions abusively imposed by the majority even where no patrimonial damage is caused to the company. Three cumulative requirements must be satisfied: the resolution must not respond to a reasonable corporate need; it must provide an advantage or benefit to the majority; and it must cause unjustified harm to minority shareholders. The Court further emphasised that it is necessary to assess whether the objective pursued by the resolution responds to a genuine need and, subsequently, whether the means chosen to achieve that objective are reasonable in light of the harm caused to minority shareholders. The reasonableness of the resolution is linked to the existence of less harmful alternatives for achieving the intended purpose.
Applying this doctrine to the case at hand, the Court confirmed that there was no reasonable necessity justifying the resolution. A corporate liability action is intended to obtain compensation for damage suffered by the company as a result of conduct by directors that is contrary to law or the company’s articles of association, or that constitutes a breach of the duties inherent in their office, provided that such conduct is intentional or grossly negligent. However, in the present case, there was no evidence that the action had even been brought, nor that any specific loss capable of giving rise to compensation had been identified or quantified. Furthermore, the alleged accounting irregularities detected in the 2018 annual accounts could not, in themselves, demonstrate the existence of compensable patrimonial damage to the company.
The Court also found that the resolution conferred significant advantages on 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 in their service contracts. The composition and internal balance of the board of directors were altered and the investor shareholder’s effective influence over the management of the company increased. In addition, the entry of the new majority shareholder had been accompanied by various arrangements intended to secure the presence and participation of the family shareholders in the company’s management.
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 under Article 29 LSC, while clarifying that the Provincial Court had not declared the resolution void on that basis. The shareholders’ agreement had merely been used as contextual evidence to establish the corporate positions originally agreed and to demonstrate 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.
The judgment is particularly relevant because it reinforces the doctrine of majority abuse under Article 204.1 LSC and makes clear that even formally legitimate resolutions, such as those approving the bringing of a corporate liability action, may be set aside where they are used instrumentally to alter the corporate balance, secure private advantages for the majority or unjustifiably prejudice minority shareholders. The judgment also clarifies that shareholders’ agreements may be taken into account as an evidential factor when assessing the existence of abuse, without thereby conferring direct enforceability upon them against the company.
3. Delay in the Delivery of Residential Properties: Compensation for Loss of Use Value.
In Judgment No. 1410/2026, dated 10 September, the Supreme Court examines whether a delay in the delivery of a residential property allows the existence of compensable damage arising from the loss of its use value to be presumed, or whether the purchaser must specifically prove the reality and extent of the loss suffered.
In the case under review, the purchasers acquired publicly protected housing units that were to be delivered no later than 11 August 2007. However, title deeds were not executed and the properties were not delivered until July and August 2008. As a result of the delay, the purchasers sought compensation calculated on the basis of the rental value of comparable properties during the relevant period. The Court of First Instance dismissed the claim for lack of evidence of a specific loss, but the Provincial Court upheld the appeal and ordered the developer to pay the amounts claimed.
In ruling on the appeal, the Supreme Court analysed Articles 1101 and 1106 of the Spanish Civil Code and its own case law concerning the doctrine of res ipsa loquitur (“the thing speaks for itself”), according to which damage is 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, or constitutes its unavoidable, natural and necessary consequence; or where the damage is indisputable, evident or manifest, according to the various formulations used.”
In this context, the Supreme Court confirms that the ex re ipsa doctrine is applicable where financial loss arises evidently from the breach itself. In the case at hand, the delay in delivery deprived the purchasers of the opportunity to use or enjoy the properties or to let them, thereby causing them an economically assessable loss of value. Accordingly, the Supreme Court holds that the unavailability of the property, in itself, gives rise to compensable damage, and that it is not necessary for the purchaser to prove that they rented alternative accommodation or lost a specific rental income, since the loss already stems from the temporary deprivation of the rights of use and enjoyment inherent in ownership.
On this basis, the Supreme Court dismisses the appeal on points of law, fully upholds the judgment of the Provincial Court, and orders the appellant to pay the costs of the appeal, with forfeiture of the deposit lodged.
