The Directorate General for Legal Certainty and Public Faith has confirmed the suspension of the registration of various pacts within a corporate mortgage loan deed. The Land Registrar of Palafrugell refused to register clauses concerning commissions, disbursements under exceptional circumstances, and the determination of interest rates, as they contravene the principle of mortgage specialty and the principle of not leaving contract efficacy to the discretion of one of the parties (Art. 1256 Civil Code).
For borrowing companies and their personal guarantors, this ruling limits the ability to agree on termination or unilateral modification clauses that lack precision or create excessive contractual imbalance. Financial institutions must ensure that clauses regarding disbursements and substitute interest rates meet clarity requirements and do not exert undue pressure on the borrower, otherwise risking the inability to register the mortgage security (Art. 18 Mortgage Law).
The tax team reviews your specific situation.