Corporate case law

Kraft Ltda. c/ Motormecánica S.A.I.C. (National Commercial Court of Appeals, Chamber B, 24/09/1980)

Whether board resolutions may be challenged in court despite the absence of a statutory regime identical to that governing challenges to shareholders’ meeting resolutions. The Commercial Court of Appeals recognized that board resolutions may be judicially reviewed when they conflict with the law, the bylaws, or good faith, or when they unlawfully impair corporate rights.

CNCom., Sala B24/09/1980

Case caption

«Kraft Ltda. c/ Motormecánica S.A.I.C.»

What was at issue

Whether board resolutions may be challenged in court despite the absence of a statutory regime identical to that governing challenges to shareholders’ meeting resolutions.

What was decided

The Commercial Court of Appeals recognized that board resolutions may be judicially reviewed when they conflict with the law, the bylaws, or good faith, or when they unlawfully impair corporate rights.

Extractable criterion

The Commercial Court of Appeals recognized that board resolutions may be judicially reviewed when they conflict with the law, the bylaws, or good faith, or when they unlawfully impair corporate rights.
The holding should be read in light of the legal interest protected in the area of challenges to board resolutions, 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, «Kraft Ltda. c/ Motormecánica S.A.I.C.», 24/09/1980 — Jurisprudencia societaria y comercial

Practical application

It is a classic precedent on the invalidity of acts adopted by the management body.

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 board resolutions may be challenged in court despite the absence of a statutory regime identical to that governing challenges to shareholders’ meeting resolutions.

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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