Responsibility of administrators for social debts in obligations of successive tract

The TS declares that in a successive contract, such as the lease of business premises, concluded by the company prior to the existence of cause of dissolution, the administrators will be liable for the benefits after the time the company incurred because of dissolution.

In 2011 a company suffered losses that reduced its net worth to an amount less than half of the share capital, without the administrators performing any of the legally required actions to remedy said situation, assuming cause of dissolution. Subsequently, in 2013, the company stopped paying the rent of a leased business premises since 2009. The real estate owner of the property promoted eviction proceedings and sued the administrators claiming the income owed.

The defendants were condemned to pay both in the first instance and by the Provincial Court and filed an appeal, denouncing the violation of art. 367 LSC, claiming that the social debt that was claimed from them came from a contract prior to the company incurring due to dissolution.

The Hall remembers that art. 367 LSC establishes that the administrators must respond jointly and severally to the social obligations after the legal cause of dissolution in case of breach of the legal obligations that this situation imposes on them, but does not establish a rule regarding the determination of the moment at which it is born the obligation, so that the general rules of the Law of obligations are applicable. Once the moment of birth of the obligation is determined, it is necessary to contrast with the concurrence of the cause of dissolution, because the administrator only responds to the obligations born later.

In successive agreements, such as leasing, the obligation does not arise at the time of the original contract, but each time the benefit is made. Each period of use of the lessor good generates an independent payment obligation and with sufficient autonomy to consider that this period marks the birth of the obligation. That is to say, the income accrued after the concurrence of the cause of dissolution must be considered subsequent obligations that may generate joint and several liability for the administrators. In this case, they must answer for these rents, so their appeal is dismissed.