Corporate case law

Buffa de Villamarin, Elsa Beatriz y otros c/ Ado Fer S.R.L. y otros s/ sumario (National Commercial Court of Appeals, Chamber E, 16/08/2002)

The transfer of quotas in an SRL and the preemptive rights of the remaining members. The Commercial Court of Appeals examined statutory and bylaw restrictions on transferability, seeking to ensure that they do not become absolute prohibitions while also preserving the effectiveness of preemptive rights.

CNCom., Sala E16/08/2002

Case caption

«Buffa de Villamarin, Elsa Beatriz y otros c/ Ado Fer S.R.L. y otros s/ sumario»

What was at issue

The transfer of quotas in an SRL and the preemptive rights of the remaining members.

What was decided

The Commercial Court of Appeals examined statutory and bylaw restrictions on transferability, seeking to ensure that they do not become absolute prohibitions while also preserving the effectiveness of preemptive rights.

Extractable criterion

The Commercial Court of Appeals examined statutory and bylaw restrictions on transferability, seeking to ensure that they do not become absolute prohibitions while also preserving the effectiveness of preemptive rights.
The holding should be read in light of the legal interest protected in the area of transfer of quotas, not solely by reference to the documentary form of the act.
Evidence of the specific facts and of their impact on corporate or creditor rights is decisive when applying the precedent’s doctrine to another case.

Citation: CNCom., Sala E, «Buffa de Villamarin, Elsa Beatriz y otros c/ Ado Fer S.R.L. y otros s/ sumario», 16/08/2002 — Jurisprudencia societaria y comercial

Practical application

It is useful when drafting or litigating rights of first refusal, consent provisions, and quota-valuation clauses.

Frequently asked questions

What is the main takeaway from the case?

Does the rule apply automatically today?

No. The current statutory framework and the specific facts must be verified. Historical precedents retain doctrinal value, but later reforms may alter how they apply.

What should be proven in similar litigation?

The relevant corporate or commercial documentation, the parties’ conduct, the specific harm, and the facts connecting that harm to the central issue in the case: The transfer of quotas in an SRL and the preemptive rights of the remaining members.

Informational commentary on a published ruling; it does not constitute advice nor guarantee an outcome. Application to a case depends on its circumstances.

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