Su Pio Dilsen

Middle Ages. Birth of Commercial Law
–Social and political situation: –Advent of merchants –Growth of trade by sea. –Rise of towns –Pogressive weakening of the agricultural and feudal economy. –Concept: based on the personal condition of the parties involved, the merchants (subjective rationale) –Sources: Uses and practices
–Competence: Special consular courts (formed by merchants) ModernEra: –Social and political situation: –Formation of modern States. –Soveraignity of monarchies. –Public intervencionism: compilation of uses and practices. –Concept: based on the personal condition of the parties involved, the merchants –Sources: Compilation of uses and practices –Competence: Special consular courts, attached by regal jurisdiction 19th century: –Social and political situation:–French Revolution – Codification (perpetual sistemized set of rules) – Spanish Commerce Codes (1829, 1885) –Industrial Revolution – Industrialist –Liberal capitalism –Concept: based on the “acts of commerce” (objective rationale) –Sources: Codes and laws –Competence: Commerce Courts / Civil Courts 20th century - today. –Social and political situation: –Public interventionism –EU –Globalization –Concept:“the set of rules aimed at governing economic activity run by businesspersons in the market” (subjective rationale)

1. The sources of the Spanish legal system are statutes, customs and general legal principles.
2. Statutes Any provisions which contradict another of higher rank shall be invalid.
3. Customs shall only apply in the absence of applicable statutes, provided that they are notcontrary to morals or public policy, and that it is proven. Legal uses which are not merely for the interpretation of a declaration of will shall be considered customs.
4. General legal principles shall apply in the absence of applicable statute or custom, without prejudice to the fact that they contribute to shape the legal system.
5. Legal rules contained in international treaties shall haveno direct application in Spain until they have become part of the domestic legal system by full publication thereof in the Spanish Official State Gazette.
6. Case law shall complement the legal system by means of the doctrine repeatedly upheld by the Supreme Court in its interpretation and application of statutes, customs and general legal principles.
7. Judges and Courts shall have theinexcusable duty to resolve in any event on the issues brought before them, abiding by system of sources set forth herein.”Civil Law: set of rules for private relations. •Commercial Law: set of rules aimed at governing economic activity run by businesspersons in the market. •Consumer Law: rules promoting fairness in commercial transactions an avoiding unconscionability risk in relationships involving aweak party, such as a consumer, a retail investor, a bank client or any person acting for non-professional purpuses.
1. Franchise
•Essential elements:
-An agreement between companies (Franchiser and Franchisee). -The transfer of rights for the marketing of products and/or services -A payment of any mean for the transfer of the right to market the franchise -The right transferred by thefranchiser to the franchisee should include at least: -The use of a common denomination or similar sign. -Uniform presentation -Know-how -The provision of commercial and technical assistance throughout the duration of the contract. -It is not necessary to record the contract in writting (although the existence of documentary proof is the usual). -The parties may insert clauses into the contract as theydeem necessary. Requirements: - Duty of transparency whereby the franchiser, other than registering in the appropriate Registry, must supply the potential franchisee with a host of information (article 62 LOCM). -The disclosure must be truthful and given in writing at least 20 days prior to the signing of any contrat or preliminary contract or prior to the payment of any sum on the part of...