Marleasing SA v. La Comercial Internacional de Alimentacion SA
European Union Court of Justice
Case C-106/89, 1990 E.C.R. 1990, I-4135 (1990)
- Written by Elliot Stern, JD
Facts
La Comercial Internacional de Alimentacion SA (Comercial) (plaintiff) was a public company incorporated under Spanish law. Comercial sued another company, Marleasing SA (Marleasing) (defendant), in a Spanish court. Marleasing moved to dismiss the lawsuit on the grounds that Comercial’s formation as a public company was void because Comercial had been formed for fraudulent purposes. Comercial contended that the question of whether a public company was void was governed by a European Union (EU) directive enumerating the circumstances that may lead to the voiding of a public company. The directive does not include formation for a fraudulent purpose as grounds for invalidating a public company. At the time of the suit, Spain had not yet implemented the directive in Spanish national law. The Spanish court asked the European Union Court of Justice for a preliminary ruling on whether the EU directive precluded the voiding of a public company on grounds other than those provided for in the directive if the directive had not yet been implemented in national law.
Rule of Law
Issue
Holding and Reasoning (Per curiam)
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