These principles could apply to leases or supply contracts for which one of the parties suffers from a significant economic imbalance due to the coronavirus situation, so that it could be concluded that the current performance would be “ruinous” and lead to an economic collapse of the debtor. In this context, we cannot ignore the rent reductions for commercial leases or commercial real estate, as they remain legally closed. Therefore, the purpose of these transactions disappears and compliance with the content of contracts becomes impossible.  Whether the buyer can terminate a sales contract due to the appearance of a MAC condition depends, of course, on the specific language of these provisions and the future development of the epidemic. For example, as the outbreak remains primarily limited to certain jurisdictions, an industry-wide separation of conditions may not be sufficient to compel the buyer to close the deal when the target is located in those jurisdictions. As a result, the courts adapt the economic conditions to what might be considered “appropriate” in light of the circumstances or the order to terminate the contract. However, it should be noted that the key principle of the application of this doctrine should be the proportionality of the contractual adaptation in order to make the “pacta sunt servanda” rule more flexible, but to avoid as far as possible the extinction of the legal situation. In the field of private law, we usually find counter-contracts within the framework of convenios, the voluntary agreement on the creation and transfer of obligations and rights. On the other hand, a convenio not only creates and transferes these rights and obligations, but also modifies or dissolves them. The most important provision is Article 8.108, which refers to “excuses for an obstacle”. The conditions for the application of this provision are as follows: Let us start by finding out what an agreement really is.
The Merriam Webster Dictionary contains the following definitions: 1.a. plot or consent; 1.b harmony of opinion, action or character: concord; 2.a. an agreement on how to proceed; 2.b. Compact, contract; 3.a. a duly executed and legally binding treaty; 3.b the language or instrument in which such a treaty is embodied. In addition, Spanish courts are increasingly referring to the principles of European Contract Law (PECL), which contain provisions in this area. The objective of this memorandum is to address the impact of the Covid 19 coronavirus on the execution of contracts under Spanish legislation. In particular, we will examine (i) the principles of force majeure, ii) the rules of rigour and (iii) the MAC clauses in sales contracts and financial documents..
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