Corporate case law

Ferroexpreso Pampeano S.A. c/ Cervellini, Rodolfo y otro s/ ordinario (National Commercial Court of Appeals, Chamber B, 03/09/2008)

Whether the partners could be sued directly for a debt incurred by an unregistered de facto partnership that had not itself been sued. The Commercial Court of Appeals held that the legal personality of an irregular or de facto partnership had to be distinguished from the partners’ joint and several liability: the entity first had to be sued, or at least joined as a co-defendant, before liability could be enforced against the partners.

CNCom., Sala B03/09/2008

Case caption

«Ferroexpreso Pampeano S.A. c/ Cervellini, Rodolfo y otro s/ ordinario»

What was at issue

Whether the partners could be sued directly for a debt incurred by an unregistered de facto partnership that had not itself been sued.

What was decided

The Commercial Court of Appeals held that the legal personality of an irregular or de facto partnership had to be distinguished from the partners’ joint and several liability: the entity first had to be sued, or at least joined as a co-defendant, before liability could be enforced against the partners.

Extractable criterion

The Commercial Court of Appeals held that the legal personality of an irregular or de facto partnership had to be distinguished from the partners’ joint and several liability: the entity first had to be sued, or at least joined as a co-defendant, before liability could be enforced against the partners.
The holding should be read in light of the legal interest protected in the area of de facto partnerships, 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 B, «Ferroexpreso Pampeano S.A. c/ Cervellini, Rodolfo y otro s/ ordinario», 03/09/2008 — Jurisprudencia societaria y comercial

Practical application

It is a very useful precedent on proper defendants and partner liability under the former regime; today it must be coordinated with Section IV of the LGS.

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: Whether the partners could be sued directly for a debt incurred by an unregistered de facto partnership that had not itself been sued.

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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