SPAIN Law and Practice Contributed by: Miguel Cases, Toni Barios, Joaquín Fabré and David Navarro, Cases & Lacambra
manifestly incompatible with Spanish public policy. Spanish courts may also give effect to the overrid- ing mandatory provisions of the law of the country in which the obligations arising from the contract have been performed or must be performed. The exclusive jurisdiction of the Spanish courts includes matters relating to the incorporation, validity, nullity and dissolution of companies or legal entities domiciled in Spain, and any decisions and resolutions of their governing bodies, the validity or nullity of any recording in a Spanish registry, and the recognition and enforcement of any judgment or arbitration award in Spain that has been obtained in a foreign country. Spanish law does not grant immunity from legal pro- ceedings or the enforcement of judgments to Spanish companies. In certain cases, in the context of a secu- rity enforcement, the transfer of certain assets may require a prior administrative authorisation. 6.3 Foreign Court Judgments The enforcement in Spain of the judgments issued by the courts of a jurisdiction which is part of the EU Reg- ulation No 1215/2012 of the European Parliament and the Council, would be immediately enforced, without a prior exequatur procedure. An unappealable judgment duly rendered by the courts of a different jurisdiction could be recognised and enforceable by the courts of Spain pursuant to the following regulations. • The Hague Convention of 30 June 2005 on Choice of Court Agreements (the “Hague Convention”), which applies to international cases with exclu- sive choice of court agreements concluded in civil or commercial matters. The Hague Convention regulates the recognition and enforcement of judg- ments of a court of a contracting state designated in an exclusive choice of court agreement in the other contracting states. According to the Hague Convention, such judgments are to be recognised and enforced without review of the merits of the case, unless there are obstacles to recognition and enforcement (obstacles that will be listed within the qualifications section). Please note that the Hague Convention applies to exclusive choice of court
agreements concluded after the Hague Conven- tion has entered into force for the state of the court agreed upon. • If the Hague Convention is not applicable, the judgments issued by the other jurisdiction’s court could be recognised and enforced in Spain, provided that the requirements in Spanish Law 29/2015 of 30 July, on international co-operation in civil matters (the “Law 29/2015”) are complied with. These provisions set out that any unappeala- ble judgment rendered outside of Spain (apart from countries bound by Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recog- nition and enforcement of judgments in civil and commercial matters) may be enforced in Spain in two different situations: (i) in accordance with any applicable international treaty, or (ii) in the absence of any such treaty, when the requirements in Title V of Law 29/2015, including those applicable to exequatur proceedings, are met. In those cases when there is no applicable treaty between Spain and the relevant jurisdiction, the con- ditions referred to in the second bullet point of the previous paragraph must be satisfied to recognise and enforce in Spain an unappealable judgment issued in the relevant jurisdiction. The recognition and enforcement could be refused pursuant to the Hague Convention (if applicable) if: • the agreement allows one of the parties to submit a dispute to any other court with jurisdiction different to the one established in the choice of court agree- ment; • the agreement was null and void under the law of the state of the chosen court, unless the chosen court has determined that the agreement is valid; • a party lacked the capacity to conclude the agree- ment under the law of the requested state • the document which instituted the proceedings or an equivalent document, including the essential elements of the claim: (a) was not notified to the defendant in sufficient time and in such a way as to enable them to arrange for their defence, unless the defend- ant entered an appearance and presented their
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