Real Estate Purchase Disputes and Surety Agreements
Case 8: Analysis of Legal Disputes
Scenario I: Delayed Housing Delivery
Issue 1: The Delay
On May 18, 2009, buyers Javier and Fatima had not yet received their housing. The works were completed in December 2007, and the occupancy certificate was obtained on the same day. According to the sales contract (clause 5) and Articles 26 and 27 of Law 18/2007, Gardens Gerena SL had three months (until March 2008) to deliver the housing, provided the buyers fulfilled their obligation to pay the purchase price. The case does not specify a cause for the 14-month delay. Delivery should have been made by public deed (Traditio instrumental) as stipulated in the contract and Article 1462 of the Civil Code.
Issue 2: Legal Implications of the Delay
Not every breach of the seller’s obligation justifies the buyer’s refusal to pay. The delay must be significant. According to Article 1124 of the Civil Code, in case of non-delivery, the buyer can demand compliance or terminate the contract, with compensation and interest in both cases. However, termination is only justified for essential breaches that frustrate the buyer’s primary purpose. Jurisprudence requires proof of a serious breach that eliminates the buyer’s legitimate expectations. The principle of contract conservation favors strict interpretation of termination rights. A short delay does not justify termination, but the buyer can demand compensation for damages caused by the delay. Purchase contracts often include penalty clauses for the seller’s delay. If the delivery date is essential, and the delay is significant, termination may be justified, with legal and contractual consequences.
In conclusion, the buyers are entitled to compensation for the delay and may even terminate the contract. However, the reasons alleged by Jardines de Gerena for the delay should be considered, although 16 months seems excessive.
Scenario II: Surety Agreement
Issue 1: Nature of the Agreement
This is a surety agreement where Carlos (guarantor) agrees to pay if Mary (debtor) defaults, as established in Article 1822 of the Civil Code. This contract is consensual, unilateral, gratuitous, and accessory. It’s a conventional surety where the guarantor’s consent must be express (Article 1827 CC). The guarantor’s capacity is determined by Article 1828 CC. In this case, the guarantor waived the benefit of discussion, allowing the creditor to directly pursue the guarantor. Carlos paid Mary’s loan without her knowledge or consent. This allows Mary to seek reimbursement from Carlos. Subrogation can occur if there’s an interest in fulfilling the obligation. The guarantor would need to prove such interest.
Issue 2: Debtor’s Opposition to Surety
According to Article 1823 CC, a surety agreement requires the consent of the creditor and guarantor, but not the debtor. Therefore, Carlos could act as Mary’s guarantor even with her opposition.
Issue 3: Minor’s Involvement
If Carlos were a minor, the contract would be voidable (Article 1824 CC). Mary’s minority is not relevant to the surety contract’s formation, as her approval is not required. Only Carlos’s legal age is relevant for the surety’s validity.