Marleasing SA v La Comercial Internacional de Alimentación SA [1990] C-106/89

• This case was between Plaintiff and Respondent (two private companies), Plaintiff seeking to have Respondent’s company de-listed on the grounds of “lack of cause” to the company (it was for preventing another company’s creditors reaching its assets), which was part of Spanish law but not of the relevant, unimplemented, EC directive.

  • Since the action was between two private companies, the directive could only be relied upon insofar as it could cause the court to interpret national law in its light.

• The ECJ said that Spanish law allowed nullity of a company on the grounds of “lack of cause”, whereas the directive refused nullity on these grounds.

  • Despite saying that Spanish courts should only interpret national law in the light of the directive as far as possible, the ECJ nevertheless said that the directive’s provision on the subject should be complied with.

  • This seems to leave the law uncertain, since “interpretation in light of directive” has been taken by the court to mean “interpret giving precedence to the directive”. 

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