Corporate case law

Yatagán S.C.A. y Winterhalder s/ art. 123 ley 19.551 s/ ordinario (National Commercial Court of Appeals, Chamber B, 28/10/2005)

The existence of the challenged transaction and its elements as a necessary predicate for an insolvency avoidance action. The Commercial Court of Appeals distinguished non-existence, nullity, and insolvency ineffectiveness: before a transaction may be avoided, it must first be established that it legally existed and produced effects.

CNCom., Sala B28/10/2005

Case caption

«Yatagán S.C.A. y Winterhalder s/ art. 123 ley 19.551 s/ ordinario»

What was at issue

The existence of the challenged transaction and its elements as a necessary predicate for an insolvency avoidance action.

What was decided

The Commercial Court of Appeals distinguished non-existence, nullity, and insolvency ineffectiveness: before a transaction may be avoided, it must first be established that it legally existed and produced effects.

Extractable criterion

The Commercial Court of Appeals distinguished non-existence, nullity, and insolvency ineffectiveness: before a transaction may be avoided, it must first be established that it legally existed and produced effects.
The holding should be read in light of the legal interest protected in the area of insolvency avoidance actions, 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, «Yatagán S.C.A. y Winterhalder s/ art. 123 ley 19.551 s/ ordinario», 28/10/2005 — Jurisprudencia societaria y comercial

Practical application

It is useful for correctly structuring actions aimed at restoring value to the insolvency estate.

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 existence of the challenged transaction and its elements as a necessary predicate for an insolvency avoidance action.

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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