Client’s Initial Context
Our client, a foreign textile company, had supplied goods to a Spanish company that had accumulated significant unpaid debts. The first instance judgment had partially recognized the debt against the debtor company, but had dismissed the action for liability against the directors, which posed an evident risk for our client, given that the company had been declared bankrupt with no assets and possessed no equity to honor its obligations.
The Legal Challenge
The challenge consisted of:
Refuting the assessment made in first instance, which considered the company’s financial position to be sound.
Demonstrating that the company had been in grounds for dissolution for years and that the directors had failed to fulfill their duty to promote dissolution or insolvency proceedings.
Founding the action on rigorous accounting evidence that would dismantle the appearance of solvency reflected in the 2019 annual accounts.
Lawants’ Litigation Strategy
Before filing the claim, our team conducted an exhaustive financial analysis of the debtor company that revealed an irregular accounting adjustment: the improper activation of tax credits as “deferred tax assets.” To strengthen this finding, we commissioned an independent accounting expert report, which concluded that the company had presented artificially sanitized accounts when in reality its equity was negative by over €73,000, confirming the existence of a pre-existing ground for dissolution. With this key evidence, we filed an appeal arguing for the application of article 367 of the Ley de Sociedades de Capital, which establishes the joint and several liability of directors for corporate debts when they fail to fulfill their obligations in case of dissolution.
Result Achieved
The Provincial Court of Logroño granted the appeal and partially reversed the first instance ruling, ordering the directors jointly and severally liable to pay the principal debt, interest, and costs, for a total amount exceeding €100,000.
Added Value for the Client
The key to success lay in the preliminary accounting investigation work and the expert report produced, which allowed us to dismantle the appearance of solvency created by the directors and prove the ground for dissolution. Thanks to this, the client transformed a difficult-to-enforce judgment against an assetless company into a title directly enforceable against the directors, with greater recovery guarantees.
Conclusion
This case reflects Lawants‘ ability to combine accounting and corporate analysis with solid litigation strategy, obtaining pioneering judgments in matters of director liability.
