Case 7 - Contracts & Securities

Case 7 - Contracts & Securities

1. SECURITIES

   • essentially transmissible document necessary to exercise the literal and autonomous right mentioned on it
     • Regulated by: Ley 19/1985, de julio, Cambiaria y del Cheque
     • 4 types: Constitutive and declaratives. Emitted individually and in series. Exchangers, of participation and of tradition. Nominatives, to the order and to the bearer.
   • Bill of exchange: document incorporating an unconditional order, given by the one who issued, to another person to pay a certain sum to a third party. 3 subjects: the drawer (who issues), the drawee (directed) and the policyholder (who must be paid).
   • Promissory note: title containing an unconditional promise to pay a subject to another a certain sum
   • Paycheck: document containing an unconditional order of the drawer to a bank of pay in sight to its rightful holder a specified sum. (Title II of the LC)
   • Obligations: security issued by the lend entity in serie, which documents the participation of a credit granted to it and split up into as many parts as many represents the nominal value of each share in relation to the total amount of credit

2. CONTRACTS

   • Regulated by: General Regulations, Ley General de Obligaciones y Contratos, Código civil, Código de Comercio and the Ley General de Consumidores y Usuarios
   • Franchise: figure spited of the concession contract which purpose is to facilitate in a stable manner the distribution of goods or services by organizing a network to cover the market. (Ley 1/2010, de 1 de marzo, de reforma de la Ley 7/1996, de 15 de enero, de Ordenación del Comercio Minorista)
   • Factoring: collaboration agreement by which a society is obligated to an employer to manage the collection of all the credits it has towards its customers. By transferring them to the factor paying larges taxes but forgetting about the non-payment of their credits.
   • Purchasing contract: a person -the seller- agrees to deliver something to another person -the buyer- who agrees to pay a price.
   • Transport: the carrier agrees by a price, to move from one place to other people or things. This definition includes all transport types or varieties. (Ley 15/2009, de 11 de noviembre, de Contrato de Transporte Terrestre de Mercaderías LCTTM)
   • Distribution: the distributor agrees to acquire of the distributed, mass consumer goods, for subsequent placement on the market, for own account and risk, stipulating as consideration a profit margin or resale. (Ley 7/2011, de 11 de abril, de Contrato de Distribución Comercial)
   • Electronic: any contract without the simultaneous physical presence of the parties, with their consent to these origin and destination using electronic equipment for the processing and storage of data, connected by wire, radio, optical or other electromagnetic means. (Ley 34/2002, de 11 de Julio, de Servicios de la Sociedad de la Información y Comercio Electrónico) Distance commerce: contract between supplier and consumer of goods and services in the context of a sales or service provision at a distance, without physical presence, organized by the supplier.
   • Leasing: contract by which a company –the leasing company- yields to another –the lessee- the use of goods purchased by the company following the instructions of the lessee, for a specified time and in exchange for the payment of periodic instalments, with the possibility of exercising an option of purchasing the good at the end of the contract.
   • Renting: rental contract for the use of goods, which do not transfer their ownership and that include the possibility of transferred goods be replaced or expanded during the contract period. The use of the goods is made on a rental basis during in which the user has the disposition of these goods and services and the proper functioning thereof periodically paying a single fee and with the no purchase option at the end of the contract.