The judicial authorities in Madrid have dismissed the extraordinary appeals filed by the sellers against a previous ruling that had overturned the conviction of the notary public in the first instance. The court concluded that there was no causal link between the notary's actions and the financial losses suffered by the appellants, resulting from the non-payment of the deferred price by the purchasing companies.
This marks the end of a lengthy legal battle stemming from the sale of a major business group comprising hotels and a travel agency. In a recent ruling, the court dismissed all appeals filed by the sellers, upholding the acquittal of a notary who had been sued for his role in formalizing the complex transaction.
The events date back to when the owners of a conglomerate of companies dedicated to tourism development decided to sell the group. After a process of mediation and negotiation, a preliminary sales agreement was signed with an investment company for an amount close to 21 million euros.
Finally, the deed of sale was formalized a few days later at the defendant's notary office. At this time, the buyer's rights were transferred to two different companies, represented by new directors. An initial payment of €1.300.000 was agreed upon, with the remainder of the price to be paid in installments through promissory notes personally guaranteed by a businessman in the sector.
During the lengthy signing session, which lasted until midnight, numerous separate public deeds were executed, including the sale of shares, changes of directors, loans, and the establishment of guarantees. The sellers claimed that, due to the urgency and the notary's absence during the negotiation of the private documents, they were unaware of the full scope of the transaction.
Specifically, they pointed out that loan agreements and mortgage guarantees were signed on the group's assets, benefiting a third-party financial institution that was financing part of the purchase, which conflicted with the guarantees agreed upon in their favor. Furthermore, they acknowledged a violation of the principle of unity of act, since the deeds were not authorized by the notary simultaneously with their signing, but were ordered subsequently according to a logical-legal criterion, assigning them a protocol number different from the chronological order of their execution.
The initial court found the notary guilty of professional negligence. However, this ruling was overturned, and the notary was acquitted. The Supreme Court has now upheld this acquittal.
The court acknowledges that there was an irregularity in the notary's actions, specifically a failure to strictly adhere to the principle of unity of act, which led to operational disruptions. However, the judges consider this non-compliance not to be the direct cause of the financial losses suffered by the sellers.
The basis for the economic loss lies exclusively in the non-payment of the promissory notes by the purchasing companies, a contractual obligation unrelated to the notary's role. The Supreme Court emphasizes that the notary is not a guarantor of the economic effects arising from the acts he authorizes.
The appellants attempted to base their claim on the doctrine of "loss of opportunity," arguing that had they been aware of all the guarantees provided, they would not have signed the sale. The court rejected this argument, concluding that, given the circumstances—such as the reduction of the initially agreed down payment, the involvement of new investors, and the substantial personal guarantee—the likelihood of the sellers backing out of the €21 million transaction for a €1,3 million loan was minimal.
The court also rejected the claim to apply the doctrine of piercing the corporate veil to hold the guarantor jointly liable, considering that there was insufficient evidence of fraud and that the defendant had already been held responsible in his capacity as guarantor of the negotiable instruments. Given the complexity of the case and the legal uncertainties raised by the delayed notarial action, the court made no specific ruling on costs.
