Guide to the penalty clause (Arts. 1152-1154 Civil Code): cumulative and substitutive functions, judicial moderation for partial breach (art. 1154 CC), nullity for unfairness in B2C contracts, and Supreme Court case law 2024-2026.
Under Arts. 1152–1154 of Spain's Civil Code, a penalty clause predetermines the consequences of breach without requiring proof of actual damages. It can be substitutive (replaces ordinary damages) or cumulative (adds to damages, if expressly agreed).
Judicial reduction (Art. 1154 CC): judges may equitably reduce the penalty for partial or irregular performance, but not for total non-performance. The 2022–2025 Supreme Court case law allows B2B parties to contractually exclude this judicial reduction, provided the penalty is not unconscionable.
In consumer contracts (B2C), disproportionate penalty clauses are unfair under Art. 85.6 TRLCU and CJEU doctrine (C-618/10): the clause must be struck out entirely, not reduced.
Lexiel finds Supreme Court decisions on penalty clause reduction by performance type and counterparty, and drafts claims or defences with verified CC and TRLCU citations.
Use code LEX-BLOG for double the standard trial period. Cancel anytime, no commitment.
Get started freeAnalysis of criminal fraud under art. 248 Spanish Penal Code: sufficient deception, disposition act, patrimonial damage. Aggravated forms (art. 250 CP), procedural fraud and Supreme Court case law.
Constitutional Court case law on preventive detention: proportionality principle, legitimate purposes, enhanced reasoning requirement and máximum duration doctrine.
Guide to corporate criminal liability in Spain: Art. 31 bis CP, prevention models, compliance officer, grounds for exoneration and latest Supreme Court rulings.