Last year, our law firm advised a syndicate of banks in connection with the structuring of and security for a credit facility granted to a Spanish corporation (the "Borrower") to finance the construction and delivery of a telecommunication network (the "Facility") by a Spanish supplier (the "Supplier").
The aim of the deal was to put in place retention of title arrangements whereby the Lenders would hold the right to retain title to the equipment financed under the Facility. The structure can be used to take security on any other equipment being financed, without the bureaucratic and cost constraints of other more classic securities such as mortgages or pledges.
This paper analyses the validity and enforceability of retention of title arrangements under Spanish law. It is aimed at highlighting the main legal concerns in respect of retention of title arrangements.
1. General overview of retention of title arrangements under Spanish law
Save in the context of the specific legislation regarding deferred purchase of chattel property referred to under Section 2 below, retention of title arrangements ("pactos de reserva de dominio") are not expressly provided for under Spanish statutory law1.
The retention of title arrangement has been traditionally considered by Spanish case law and scholars2 as a condition precedent ("condición suspensiva") to the transfer of title to the relevant asset. This has also been the outline of retention of title arrangements under one of the Spanish regional legal systems specifically dealing with this matter3.
Under such an approach, retention of title arrangements have been viewed as an exception to the ordinary simultaneous exchange of goods and price in a purchase and sale transaction: whilst in a normal purchase and sale deal, the exchange of goods and money takes place simultaneously, in a purchase and sale with retention of title arrangement, delivery of title to the good being sold is made conditional upon full payment of the purchase price; in the meantime (i.e., from contract signature and supply of the goods until title transfer), possession of goods is transferred to the purchaser in exchange for an up-front part of the price. Whilst the retention of title is outstanding, the purchaser is entitled to use and operate the asset, but cannot sell it, encumber it or otherwise dispose of it, unless it is with the seller's prior consent.
In the event the purchaser defaults (i.e., it fails to pay the purchase price in full), the condition precedent to which transfer of title relates will not be met and, hence, title shall not pass to the purchaser. Pursuant to Article 1,124 of the Spanish Civil Code, the seller shall then be entitled to seek compulsory performance by the purchaser or, alternatively, termination of the purchase and sale contract (in both cases with compensation for damage and loss suffered as a consequence of the default) and shall retain a security interest over the sold asset to enforce either of such remedies.
Over the last three decades, reputed scholars4 have, however, upheld a different thesis whereby the retention of title arrangements on chattel property would be viewed as plain securities, similar to those granted to the mortgagor or pledgor under a chattel mortgage or a pledge without displacement of possession. For the time being, this scholarship construction has not been endorsed by Spanish case law.
There are some other opinions amongst scholars on the legal profile of the retention of title agreement, which have been less supported.
2. Law 28/1998, of 13th July, 1998, on deferred purchase of chattel property
2.1 Scope of Law 28/1998, of 13th July, 1998
Retention of title arrangements have been expressly contemplated in the context of the specific legislation dealing with the acquisition of chattel property, namely, Law 28/1998, of 13th July, 1998 (hereinafter, "Law 28/1998"). Law 28/1998 is essentially a restatement of a previously existing piece of legislation on the same subject, namely, Law 50/1965, of 17th July, 1965 ("Law 50/1965") (hereinafter, where references are made to "Articles", they shall be made to the articles of Law 28/1998, unless otherwise stated).
Pursuant to Article 1.1, the Law is intended to govern deferred purchase contracts in respect of identified non-consumable chattel property, as well as the financial facilities (loans, credit facilities, etc.) granted for the financing of such purchases. Article 3 includes a catch-all provision whereby all contracts or agreements, (regardless of their name and format) intended to implement a deferred purchase shall also be subject to the Law.
In order to be subject to this Law, the consideration under such purchase contracts must be totally or partially deferred for a term longer than 3 months from contract signature. The object of any transaction subject to the Law must hence be a chattel property which (i) can be identified (by means of a mark, plate, production sign or otherwise) and (ii) which is not consumable.
As to the facilities to finance such purchases, Article 4 of the Law sets forth that they may be granted to the purchaser or to the seller. If they are granted to the seller, they may be structured as (i) the assignment to the financier of (or subrogation of the financier to) the seller's credit rights against the purchaser under a purchase subject to the Law or as (ii) the agreement between the seller and the financier whereby the purchaser is allowed to pay the purchase price (or a part thereof) with a deferral of more than three months. In the purchase financing, the Law requires the facility to be granted to the purchaser, up to the amount of the purchased chattel property, and that the facility tenor is longer than three months. Such a facility threshold would prevent it from considering the whole of an ordinary facility (typically also including allowances for circular capital, software or other services to be supplied by the Supplier). If this is the case, different tranches will have to be structured in the relevant Facility, only the tranches allocated to financing non-consumable and identifiable chattel property (i.e., equipment) being eligible to benefit from the Law.
2.2 Main legal provisions
The Law governs the terms and conditions of the purchases and facilities subject to it quite stringently (i.e., provisions that must necessarily be expressed in the agreement, etc.) (Article 7). The Law expressly contemplates the possibility that the seller (or the financier) may retain title to the chattel property sold, up and until the purchase price has been settled (or the financing repaid) in full.
The Law is compulsory, therefore, the parties to the agreement are not entitled to replace, substitute or otherwise vary the consequences set forth in its articles (unless they are allowed to do so therein). The parties' agreements in breach of the imperative provisions set forth under the Law are null and void (Article 14) and may even reduce the purchaser's (or borrower's) liability to the purchase price or the principal amount of the facility (without interest, fees, etc.) (Article 8).
Subject to certain conditions, the purchaser may exercise a withdrawal right within the 7 days following the delivery of the purchased chattel property (Article 9) and return it to the seller (simultaneously repaying the principal of the facility granted to finance the purchase).
Additionally, the borrower may at any time partially or totally prepay or repay any facility subject to Law 28/1998. Penalties for the borrower for early prepayment or repayment will in no event exceed 1.5% of the principal amount prepaid in variable interest rate facilities.
Pursuant to Article 10, in purchases or facilities subject to Law 28/1998, the seller is only entitled to terminate the purchase or accelerate all deferred considerations in the event of default of two deferred consideration payments (or of the last one). Should the seller decide to terminate the purchase, it will recover the chattel property and be entitled to compensation equivalent to 10% of the price already accrued and the initial downpayment (not to exceed 1/5 of the total purchase price). Likewise, the financier may accelerate the facility in the event of default of two interest or principal payments (or the last one).
The purchases and facilities subject to the Law are eligible for registration with the relevant Chattel Property Registry ("Registro de Bienes Muebles").
Upon registration of such purchases or facilities:
(i) Retention of title arrangements and negative pledge clauses agreed by the parties shall be fully enforceable against any third parties (whether or not qualifying as bonae fidei -good faith- third parties) (Article 15.1). Conversely, retention of title arrangements under transactions subject to Law 28/1998 which have not been registered shall not be enforceable vis-à-vis third parties, as unanimously declared by case law.
(iii) The seller's (or the financier's) enforcement rights for settlement of the purchase price due (or repayment of the financing) shall be upheld even if the chattel property over which retention of title arrangements has been agreed is transferred to a third party (whether or not qualifying as a good faith party) (Article 16.3).
(v) The seller (or, as the case may be, the financier) will enjoy quick redress proceedings directly targeted to the relevant chattel property whereby it will be able to foreclose on the chattel property or to have it sold in a public auction such that the realisation proceeds are applied towards satisfaction of its credit rights for the deferred purchase (or, as the case may be, the principal and interest due) (Article 16.2). In addition, if the deferred purchase (or the agreement for the facility) is executed as a public deed, the seller (or the financier, as the case may be) will benefit from an additional judicial enforcement procedure ("procedimiento ejecutivo") to enforce its rights.
The secondary regulation developing Law 28/1998 (namely, Ministerial Order dated 19th July, 1999) has slightly narrowed the scope of the purchase and facilities eligible for registration, setting forth that in order to be registered, such transactions will have to be drafted in any of the official forms ("modelos oficiales") approved by the General Directorate of Registries and Notaries.
The existing official forms are very simple pre-printed documents where the parties must fill in the blanks. The five existing official forms are valid for standardised transactions (tailor-made transactions with some difficulties to match the official form patterns). The parties can include additional provisions in separate sheets.
All provisions under a purchase or facility subject to Law 28/1998 will be registered if deemed consistent with the Law by the registrar. Should the registrar believe that a specific provision is contrary to, or inconsistent with, the Law, he/she will refuse registration of the provision in question or, if deemed of the essence, refuse registration of the transaction as a whole.
Registrars have in the past considered that supply agreements are not eligible for registration in the Chattel Property Registry, as they encompass future and potential purchase of chattel property, as opposed to actual purchases of chattel property. Quite the opposite, the specific chattel purchase being ordered and delivered in compliance with a supply agreement may be registered. Registrars have also declared that chattel property purchase or facilities governed by foreign laws are not eligible for registration.
Registration of a deferred purchase supply agreement or a related facility agreement shall accrue registration fees calculated on the purchase price or the principal amount of the facility in accordance with a pre-defined scale. Registration fees shall be 31.4 Euro (for a purchase price or principal financed amount up to 18,000 Euro), plus 1.2 Euro per Euro 3,000 fraction of the spot consideration or principle amount over 18,000 Euro). No notarial fees or stamp duties shall accrue, unless the official forms are executed as a notarial deed. Should the official models be executed as a notarial deed, stamp duties shall accrue at a rate of 0.5%.
In essence, Law 28/1998 provides a sturdy legal mechanism to implement chattel property deferred purchases or facilities to finance such purchases. The seller or the financier of any such transaction will be able to retain title to the relevant chattel property, to benefit from sound legal protection against third party attachments, aggressions or interference over the relevant chattel property and to enjoy quick reddress procedures in the event of default. As a main drawback, the purchase contracts and facility agreements governed by the Law are subject to certain stringent provisions and to relatively tedious formalities.
2.3 Restructuring of a typical financing transaction to match the standards of Law 28/1998
In order to receive the protection afforded in the Law and hence to have total assurance that a retention of title arrangement will be valid and fully enforceable vis-à-vis third parties, a typical facility to finance capital expenditure and working capital and related transaction documents may need to be restructured as follows:
(i) The supply agreement itself would not be eligible for registration, but the specific orders in respect of equipment meeting the objective requirements set forth in the Law (i.e., identified non-consumable chattel property) made thereunder would, so would the facilities put in place to finance such orders (i.e., each Facility drawdown aimed at such purposes).
(iii) Retention of title may be allocated to the Supplier or the Lenders. If the purchase price under the supply contract is to be settled on the spot (without any purchase price deferral), retention of title arrangements cannot be structured for the benefit of the Supplier: the stringent official models available only contemplate the possibility that retention of title arrangements be made to the benefit of (i) the seller under a deferred purchase or (ii) the financier. Article 7. 10 of the Law and Article 11. 8ª a) of the Order enable the retention of title arrangement to be assigned for the benefit of a third party.
(iv) Retention of title arrangements would secure the Facility, up to the maximum amount of the purchase price of the equipment (qualifying as identified non-consumable chattel property) having been financed thereunder. Any amount drawn under the Facility for payment of software, services or equipment not qualifying as identified non-consumable chattel property would not be secured by the retention of title arrangements.
3. Use of retention of title arrangements outside the scope of Law 28/1998
3.1 General approach
In view of the strict provisions under Law 28/1998, a second alternative may be scrutinised in order for the retention of title arrangements in a Spanish-related chattel property financing not to be subject to Law 28/1998, i.e., a tailor-made transaction not meeting the somewhat stringent requirements and formalities applicable under the Law.
3.2 Spanish conflict of law rules on retention of title arrangements
In scrutinising the validity and enforceability of retention of title arrangements, we should first analyse whether or not Spanish law is at all relevant.
As many other legal systems, Spanish conflict of law rules sets forth the lex rei sitae principle in respect of property rights, possession and any other in rem rights over moveable assets or real estate (Article 10.1 of the Civil Code). Hence, if the equipment to be delivered under the relevant supply contract is located in Spain, the validity and enforceability of retention of title arrangements over such equipment shall be assessed and construed in accordance with Spanish law by Spanish courts. Even if the supply contract is expressed to be governed by the laws of a different jurisdiction, Spanish courts will apply Spanish law to assess the validity and enforceability of retention of title arrangements over any chattel property delivered thereunder and located in Spain.
3.3 Compulsory application of Law 28/1998?
The second legal concern that we should answer is whether or not a deferred purchase or related financing transaction in respect of chattel property not governed by Law 28/1998 will be deemed valid under Spanish law or, in other words, whether such transactions must necessarily be governed by and be consistent with Law 28/1998 in order to be valid.
The all-encompassing provision under Law 28/1998 (and previously, under Law 50/1965) has raised a number of questions, whether the parties to a transaction meeting the patterns of the deferred purchases or facilities which are the object of the Law are free to decide that the Law does not apply to such a transaction or simply, to have it governed by other Spanish or foreign provisions. Nowadays, it is almost unanimously upheld by case law and scholars that parties have such an ability.
3.4 Validity of retention of title arrangements beyond the scope of Law 28/1998
Although, as mentioned above, Spanish laws (other than Law 28/1998) do not contain any specific provisions, Spanish case law and scholars have almost unanimously accepted the validity of retention of title arrangements under Spanish law since 1894.
The Spanish Supreme Court has over decades confirmed the validity of arrangements, whereby the seller of any chattel property or real property retained title to the asset up until the date on which the purchaser settles the purchase price in full, as security for due and full payment of the purchase price. Case law and scholars have traditionally upheld the validity of retention of title arrangements on the basis of the freedom to agree on any matter which is not contrary to the law, morals or good practice as set forth under Article 1,255 of the Civil Code.
Retention of title arrangements are overwhelmingly agreed in connection with purchase and sale deals, though nothing would in principle restrict the parties' ability to agree on such arrangements in connection with a transaction other than a purchase and sale.
Likewise, though in the ordinary outline of a retention of title arrangement, it is intended to secure payment of the deferred consideration due by the purchaser (i.e., the transfer of the title to the purchaser occurs if and when the deferred consideration has been settled in full), nothing would in theory prevent the parties to an agreement from transferring the title to the relevant asset conditional upon the satisfaction of conditions precedent other than payment of the deferred consideration (such as, for instance, the borrower's obligation to repay the Facility, which is to be made available, at least partially, to finance an on the spot (no deferred consideration) purchase of equipment under a supply contract).
Hence, although there would not be any obstacles to set up retention of title arrangements within transactions other than purchase and sale deals or for security of obligations other than payment of the deferred consideration, the clear view is that the validity of the retention-of-title clause has been traditionally tested in Spanish case law in connection with deferred purchases where this clause secures payment of the deferred consideration. Needless to say, the chances that Spanish courts endorse the validity and full enforceability of retention of title arrangements will be higher where the transaction within which they have been agreed and implemented closely follows the pattern underlying the majority of the Supreme Court's judgements on this matter.
3.5 Enforceability of retention of title arrangements outside Law 28/1998
Having reached the conclusion that retention of title arrangements agreed outside the scope of Law 28/1998 are valid contractual provisions that create valid and binding rights and obligations between the parties thereto, we should address the enforceability issue, i.e., the question of whether or not such retention of title arrangements would be effective vis-à-vis third parties, mainly, the creditors to the Borrower and persons purchasing the relevant chattel property from the Borrower.
It should be stressed that any tailor-made retention of title arrangements subject to Law 28/1998, will not be eligible for registration at the Chattel Property Registry.
Two separate groups of third parties may be considered:
(i) Enforceability of non-registered retention of title arrangements vis-à-vis second and further transferees
Although the party purchasing chattel property under a transaction granting retention of title over such chattel property to the seller or the financiers might be contractually banned from selling, transferring or otherwise disposing of such equipment whilst the deferred consideration or the finance debt is outstanding, the purchaser might breach such a prohibition and sell or transfer the chattel property to a third party.
Pursuant to Article 464 of the Civil Code, possession of chattel property gained in good faith entails title thereto. Hence, as a general principle, the person actually possessing a chattel property and having gained possession in good faith shall be regarded as the owner for all legal purposes (even if it has no legal title to such property). Consequently, the third party purchasing the property from such possessor shall acquire valid legal title to such property. This basic underlying principle of Spanish law is only exempted or rejected in respect of (i) lost property, (ii) property which has been unlawfully seized from their owners or (iii) property which is registered as being owned by a third party in the relevant chattel property registry. Thus, the owner of a chattel property which has been robbed or otherwise illegally deprived from its property shall be entitled to recover it from any person holding possession thereto or having acquired title thereto from any possessor (regardless of the good or bad faith of such third parties).
The vast majority of scholars has maintained that the third party acquiring non-registered chattel property and gaining possession over it shall consolidate a valid and fully enforceable title to such a property, even if the property was subject to retention of title arrangements for the benefit of a party other than the transferor, provided such a third party was not aware of the retention of title restrictions affecting that property (i.e., provided the acquiror qualifies as a good faith third party). Without prejudice to the rights and remedies of the title holder against the possessor having breached the retention of title arrangement, the title holder shall lose its property rights to the chattel property. Such scholars believe that such a transfer to the good faith third party, though being made in breach of the retention of title arrangements, does not fall within any of the legal exemptions to the 464 principle set out above.
Though the number of judgements contemplating such a situation is quite reduced, it could be said that Spanish case law has also endorsed this approach. Thus, in its judgement dated 26th May, 1995, the Supreme Court sustained the transferee’s property rights over certain chattel assets, although they were subject to a non-registered retention of title arrangement for the benefit of a party other than the transferor. One Supreme Court judgement has incidentally sustained the opposite, i.e., that non-registered retention of title arrangements are effective even vis-à-vis good faith third parties acquiring the relevant asset from its possessor.
In my opinion, the good faith third party acquiring chattel property from the person holding possession thereof and externally behaving as its owner (the "transferor") shall acquire valid title to the chattel property and shall be upheld as owner notwithstanding the fact the chattel property has been subject to valid non-registered retention of title arrangements for the benefit of a party other than the transferor and even if said retention of title arrangements are notarised or executed so that it may be plainly evidenced that they were entered into and in force prior to the transfer of the chattel property to the good faith acquirer. The title holder so deprived of the relevant asset will be entitled to all legal remedies against the transferor (for breach of contract), but not against the acquirer. Needless to say, where the transferee is aware of the retention of title arrangements, it will not qualify as a good faith third party and hence, shall not be able to benefit from such protection.
(ii) Enforceability of non-registered retention of title arrangements vis-à-vis creditors of the possessor
Article 464 should in principle be applicable and fully effective for the protection of the good faith third party being a creditor to the possessor of a chattel property and seeking to place an attachment or directing any other enforcement action against such a property for the satisfaction of its credit rights against such a possessor, even if such a property is subject to non-registered retention of title for the benefit of a party other than the possessor. Spanish case law, however, has traditionally maintained a different view: a non-registered retention of title will be effective vis-à-vis the creditors to the party actually possessing the encumbered property, provided the title holder is able to uncontestedly evidence that the retention of title was agreed and effective prior to the enforcement action being initiated or the attachment sought.
Evidence will only be uncontested to the extent the retention of title (i) has been notarised as a public deed or (ii) having being executed as a private document, some of the circumstances set forth under Article 1,227 of the Civil Code have been met (Article 1,227 sets forth that private documents will produce uncontested evidence of their contents from the moment (i) they are recorded or registered with any public registry, (ii) they are delivered to, and accepted by, a civil servant acting in his/her office or (iii) any of the signatories thereof passes away).
Though the vast majority of scholars has endorsed this opinion, it is also true that a reduced number of reputed scholars have criticised Spanish case law on this matter stating that non-registered retention of title arrangements should only be effective between the parties thereto and not vis-à-vis any good faith third party, whether or not the title holder is able to evidence in an uncontested manner (in accordance with the law) that the retention of title was entered into and effective prior to the attachment or enforcement action from such a good faith third party.
My view is that Spanish courts will continue to protect the rights and interest of the title holders of chattel property against a good faith third party having attached or seized the property for the satisfaction of its credit rights against the possessor of the chattel property, provided the title holder is able to uncontestedly evidence that the retention of title arrangements were entered into and effective prior to the attachment or enforcement action sought over the chattel property.
Thus, attachments sought by creditors to the Borrower over the chattel property being delivered under the supply contract and financed by a Facility, whose legal title has been reserved to the Lenders as security for the repayment of the Facility under non-registered retention of title arrangements should not prevail over the title holder's rights, provided the retention of title arrangements have been entered into as a notarial deed executed prior to the attachment or enforcement action (or provided the title holder is otherwise able to produce alternative uncontested evidence of chronological priority, in accordance with Article 1,227 of the Civil Code).
4. Conclusions
4.1 Retention of title arrangements are expressly contemplated in the context of the Law 28/1998, of 13th July, 1998. If retention of title arrangements are agreed within the context of a deferred purchase or facility for the financing of chattel property meeting the provisions of Law 28/1998 and are registered with the Chattel Property Registry:
(i) they shall be valid and fully enforceable vis-à-vis any third party, even in the event of bankruptcy of insolvency of the party holding possession of the relevant chattel property;
(ii) no attachment ("embargo") on the relevant chattel property shall be allowed except if requested by creditors to the title holder; and,
(iii) the title holder will enjoy quick readdress proceedings aimed at the relevant chattel property directly, whereby it will be able to foreclose on the chattel property or to have it sold in a public auction such that the realisation proceeds are applied towards satisfaction of its credit rights secured by means of the retention of title arrangements.
4.2 In order to be registered and benefit from the protection awarded under Law 28/1998, financings will have to be carefully structured such as to meet the Law pattern given that the parties to a transaction made subject to the Law cannot vary or otherwise amend its legal provisions (unless therein allowed to do so). Retention of title arrangements would only be effective as security for the Borrower's obligations in respect of the Facility being drawn down for payment of equipment qualifying as identified non-consumable chattel property.
4.3 Retention of title arrangements agreed in transactions which do not meet the requirements under Law 28/1998 (i.e., outside the scope of the Law) and hence, not being eligible for registration at the Chattel Property Registry shall be deemed valid and fully binding between the parties thereto. As to the enforceability of such arrangements vis-à-vis third parties, the following should be noted:
(i) Good faith third parties acquiring chattel property from the person holding possession thereof and externally behaving as its owner (the "transferor") shall acquire valid title to the chattel property and be upheld as owner notwithstanding the chattel property having been subject to valid non-registered retention of title arrangements for the benefit of a party other than the transferor (and even if said retention of title is notarised or executed in such a way that it can be evidenced that they were entered into and in force prior to the transfer to the good faith acquirer).
(ii) Spanish courts will protect the rights and interests of the title holder of chattel property against a good faith third party having attached or seized the property for the satisfaction of its credit rights against the possessor of the chattel property, provided the title holder is able to uncontestedly evidence that the retention of title arrangements were entered into and effective prior to the attachment or enforcement action sought over the chattel property.
Evidence of the prior existence of the retention of title arrangement will only be uncontested if the arrangement (i) has been notarised as a deed or (ii) having being executed as a private document, some of the circumstances set forth under Article 1,227 of the Civil Code have been met (Article 1,227 sets forth that private documents will produce uncontested evidence of their contents from the moment (i) they are recorded or registered with any public registry, (ii) they are delivered to, and accepted by, a civil servant acting in his/her capacity or (iii) any of the signatories thereof passes away).
1 This is a major difference with German law, for instance, where Article 455 of the BGB expressly sets forth the validity of retention of title arrangements in purchase and sale deals in respect of chattel property.
2 See, for instance, Supreme Court judgements dated 11th July, 1983, 19th May, 1989, 10th May, 1990 and 18th December, 1990.
3 Garrigues, Martínez de Aguirre, Aldaz, Blasco Gascó and Fernández Espinar.
4 See Laws 483, 484 and 485 of the New Code of Navarra ("Fuero Nuevo Navarro").
5 Bercovitz, Garcia Solé, Ocaña Rodríguez, Puig Brutau, Fernández-Armesto and de Carlos Beltrán.
6 See for instance Supreme Court judgements dated 22nd June, 1986, 18th December, 1990 and 4th October, 1993.
7 See for instance Supreme Court judgement dated 12th December 1991 and the Seville Court of Appeal judgement dated 1st June, 1994 (which reads as follows: "(...) the transaction (...) is governed by the specific contractual provisions agreed between the parties under the freedom to contract set forth under Article 1,255 of the Civil Code and not by the provisions of the above-mentioned special legislation [the Law 50/1965], in light of its character, as indicated in the Supreme Court judgements dated 4th May, 1975, 26th March, 1984 and 19th September, 1986").
8 Bercotvitz, Blaco Gascó, Rivero Alemán and García Solé.
9 This conclusion was endorsed by the Supreme Court judgement 10th June, 1958 and the Pontevedra Court of Appeal judgement dated 2nd September, 1998.
10 The second recital of the Supreme Court judgement dated 10th June, 1958 incidentally admits the possibility of retention of title arrangements being agreed for security of an obligation other than the payment of the deferred consideration.
11 Ocaña Rodríguez and Guardiola Sacarrera, for instance.
12 Supreme Court judgement dated 19th May, 1989.
13 See for instance the Supreme Court judgements dated 10th June, 1958, 19th May 1989, 30th October, 1973, 19th April, 1975, 26th January, 1976 and 26th March, 1984.
14 Bercovitz, Garcia Solé.
The content of this article does not constitute legal advice and should not be relied on in that way. Specific advice should be sought about your specific circumstances.
