Invalidity and Annulability of Contracts in Spanish Civil Law

The Invalidity of Contracts

The invalidity arises when absolute nullity exists, or when an absolute lack of some essential element of the contract or of the law occurs, if the contrary is imperative. The nullity of a contract that radically fails to produce any effect does not exist.

The legal causes of the declaration of nullity are:

1. Lack of any of the requirements of article 1261 of the Civil Code: consent, object, and cause of the contract.
2. Failure of the object of the contract, or of any requirement of the contract: lawfulness, possibility, and determination.
3. The wrongfulness of the cause.
4. Failure to comply with the form in those exceptional cases where the law requires a form for the validity of the contract.
5. Illegality of the contract.
6. Title acts of free disposition on community property realized without the consent of the other spouse.

Annullable Contracts

Contracts that are annullable are those that do not meet all the essential validity requirements, due to a defect susceptible of producing its effects. Legal effects are produced until the contract is annulled, which is considered a legal inefficiency.

The annullability is a legal institution aimed at protecting one of the parties involved in the contract only. Causes include:

1. In the celebration of the contract, where consent was given with a vice: error, fraud, or intimidation.
2. Violence.
3. Falsehood of the cause.
4. When the contracting parties do not have the full legal capacity to act, such as minors or incapacitated persons.
5. Onerous contracts entered into by one spouse without the consent of the other spouse, where the law requires both consents.

The Obligation

The obligation is the conduct the debtor must carry out for the creditor, provided the requirements are met at the moment the obligation is constituted, including time and place fixed in the agreement or by law.

Only when the obligation is satisfied does the creditor's interest at the present time and whose fitness is in question determine whether or not there has been a breach of the obligation.

The performance under article 1088 of the Civil Code can consist of giving a good or a thing, delivering the thing to the creditor. Equally, it can consist of doing or not doing an activity for the creditor, abstaining from certain faculties determining which are the holder's performance.

In more complex cases, it may consist of delivering various things or doing something along with the obligation of delivery.

The requirements of performance are legality, determination, and possibility.

Legal Norms

Non-juridical norms are rules of organization and social behavior whose observance can be publicly and coercively enforced.

Legal norms have the following characteristics:

• Character: compulsory. Compliance or non-compliance is binding.
• Coercibility: compliance can be enforced by public authorities.
• Object of formulation: the object of legal norms is the formulation of general rules applicable to the subjects, or to a category of subjects, and not to a single individual.
• Generality: the addressee is a broad universe of persons, even all members of a social group.
• Impersonality: general legal norms are directed at no specific person or persons, but apply to all.
• Abstraction: the terms are abstract standards that allow concepts to be applied to a large number of legal situations.

Legal norms are mandatory and coercible in nature, and are usually general and abstract.

Structure of Legal Norms

The scenario of a norm is what the social life may produce in the hypothesis contemplated by the legal norm. Consequently, the effects of the establishment of norms are the consequences that must be produced if the realities contemplated in the hypothetical assumption are verified.