Commercial contracts—Spain—Q&A guide
Commercial contracts—Spain—Q&A guide

The following Commercial practice note provides comprehensive and up to date legal information covering:

  • Commercial contracts—Spain—Q&A guide
  • 1. Is there an obligation to use good faith when negotiating a contract?
  • 2. How are ‘battle of the forms’ disputes resolved in your jurisdiction?
  • 3. Is there a legal requirement to draft the contract in the local language?
  • 4. Is it possible to agree a B2B contract online?
  • 5. Are there any statutory or other controls on parties’ freedom to agree terms in contracts between commercial parties in your jurisdiction?
  • 6. Are standard form contracts treated differently?
  • 7. What terms are implied by law into the contract? Is it possible to exclude these in a commercial relationship?
  • 8. Is your jurisdiction a signatory to the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention)?
  • 9. Is there an obligation to use good faith when entering and performing a contract?
  • More...

This Practice Note contains a jurisdiction-specific Q&A guide to commercial contracts in Spain published as part of the Lexology Getting the Deal Through series by Law Business Research (published: June 2020).

Authors: Baker McKenzie—Raul Rubio; Valeria Enrich

1. Is there an obligation to use good faith when negotiating a contract?

Yes. Under Spanish legislation, there is an obligation to negotiate a contract in good faith. This is based on article 7 of the Spanish Civil Code, which states that the exercise of any right must be made according to the standards of good faith. This principle obliges parties to behave in an honest and diligent way when negotiating the terms of a contract.

If a party fails to comply with the good-faith principle by unilaterally terminating negotiations in an unfair manner, the counterparty may have a claim against the terminating party for the loss that it may have suffered arising from termination of the negotiations (culpa in contrahendo). The good-faith expectations of the non-infringing party and the ‘reasonable’ outcome from the negotiation process are crucial elements to qualify a potential court claim against the party acting or negotiating in bad faith. The claimant will need to prove the bad faith of the counterparty and the link between the behaviour and the damage suffered.

2. How are ‘battle of the forms’ disputes resolved in your jurisdiction?

Although the Spanish Civil Code

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