Corporate case law

Pezcalandia Argentina S.A. c/ Ceteco Argentina S.A. s/ ordinario (National Commercial Court of Appeals, Chamber B, 30/06/2005)

Whether a company could invoke lesion or serious contractual imbalance to obtain rescission of a contract entered into with another company. The Commercial Court of Appeals applied the requirements of lesion strictly in dealings between sophisticated merchants, demanding clear proof of exploitation and gross disproportion.

CNCom., Sala B30/06/2005

Case caption

«Pezcalandia Argentina S.A. c/ Ceteco Argentina S.A. s/ ordinario»

What was at issue

Whether a company could invoke lesion or serious contractual imbalance to obtain rescission of a contract entered into with another company.

What was decided

The Commercial Court of Appeals applied the requirements of lesion strictly in dealings between sophisticated merchants, demanding clear proof of exploitation and gross disproportion.

Extractable criterion

The Commercial Court of Appeals applied the requirements of lesion strictly in dealings between sophisticated merchants, demanding clear proof of exploitation and gross disproportion.
The holding should be read in light of the legal interest protected in the area of lesion and B2B contracts, 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, «Pezcalandia Argentina S.A. c/ Ceteco Argentina S.A. s/ ordinario», 30/06/2005 — Jurisprudencia societaria y comercial

Practical application

It is useful for understanding the high threshold for judicial revision of negotiated B2B contracts.

Frequently asked questions

What is the main takeaway from the case?

The Commercial Court of Appeals applied the requirements of lesion strictly in dealings between sophisticated merchants, demanding clear proof of exploitation and gross disproportion.

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 a company could invoke lesion or serious contractual imbalance to obtain rescission of a contract entered into with another company.

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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