Marleasing SA v La Comercial Internacional de Alimentacion [1990]

Facts

This reference for preliminary ruling concerned the interpretation of Art. 11 of the First Council Directive 68/151/EEC of 9 March 1968 on co-ordination of safeguards which, for the protection of the interests of members and others, are required by member States of companies within the meaning of the second paragraph of Art. 58 of the Treaty [ex Art. 58(2) EEC; now Art. 54(2) TFEU], with a view to making such safeguards equivalent throughout the Community (OJ L 65/8, 14 March 1968). While Art. 11 of the Directive provided a series of reasons for which companies could be nullified ('just cause' not among them), Spanish national law included additional justifications.

In the underlying dispute, Marleasing had sought a declaration under arts 1261 and 1275 of the Spanish Civil Code that the contract concluded to found La Comercial was void. It claimed that there was a lack of just cause, that it was a sham transaction, and that the contract had been concluded to defraud the creditors of one of La Comercial's co-founders. Arguing that the action should be dismissed, La Comercial relied on Art. 11 of the Directive and the absence of 'just cause…