- Audiencia Provincial de Coruña (Sección 4)
- Grupo Santa Monica Sports v. Real Club Deportivo de la Coruña
LONG-TERM CONTRACTS - MARKETING AGREEMENT - BETWEEN TWO SPANISH PARTIES - REFERENCE TO UNIDROIT PRINCIPLES TO INTERPRET APPLICABLE DOMESTIC LAW (SPANISH LAW)
HARDSHIP - CAN BE INVOKED ONLY IN EXCEPTIONAL CASES - REFERENCE TO ARTICLE 6.2.2 UNIDROIT PRINCIPLES
HARDSHIP - REQUEST FOR RE-NEGOTIATION OF CONTRACT BY DISADVANTAGED PARTY DOES NOT ENTITLE THAT PARTY TO WITHHOLD PERFORMANCE - REFERENCE TO ARTICLE 6.2.3(2) UNIDROIT PRINCIPLES
Plaintiff, the Spanish Grupo Santa Monica Sports, brought forth a civil claim against Respondent, the Spanish Real Club Deportivo de la Coruña, requesting the renegotiation of the terms of the marketing agreement that was signed in 2006.
One of the arguments put forward by Plaintiff was that the contract had became more onerous for it basically because the economic situation of the country had changed. In addition, it alleged that many of the main conditions of the contract had changed during the time of the relationship and the price paid by Respondent should be modified to take into account these changes. The Court sustained that modification of a contract under the doctrine of rebus sic stantibus was exceptional under Spanish law, and could only be granted in the case of extraordinary modifications altering the equilibrium of the contract.
The Court held that Plaintiff had failed to demonstrate the alteration of the equilibrium and the extraordinary situations causing the alleged alteration. The Court decided that the mere fact that there was a disadvantage for one party would not allow that party to no longer comply with the terms of the contract. In support of this, the Court cited, among others, Articles 6.2.1 and 6.2.2 of the UNIDROIT Principles of International Commercial Contracts.