Civil contracts and claims in Barcelona: what to do if the other party is in breach
Types of civil contract and the clauses worth reading before signing, forms of breach and the routes for claiming: formal demand by burofax (certified letter with recorded content), mediation and court proceedings before the Barcelona courts, with the damages that may be awarded.
Contracts underpin almost every economic and personal relationship, and they are signed without much thought: a tenancy, a renovation, a professional engagement, the purchase of a vehicle. The problem appears when one of the parties fails to perform, and at that point the question is no longer what was agreed but what can be proved, and within what time limit.
This guide explains the most common types of civil contract, the clauses worth reviewing before signing, the forms of breach recognised by the Código Civil (Spanish Civil Code) and the orderly path of a claim: out of court first, then in court.
The most common types of civil contract
Sale and purchase
Governed by articles 1445 onwards of the Código Civil: the seller undertakes to deliver a specific thing and the buyer to pay a fixed price. The usual disputes are late delivery, lack of conformity of the goods and hidden defects, with their own and very short time limits for claiming where warranty against defects is concerned. If the subject matter is a property, the detail is in the guide to buying and selling property in Barcelona.
Tenancy
Of homes and of business premises. These are governed by the Ley de Arrendamientos Urbanos (Spanish Urban Tenancies Act) and, on anything it does not cover, by the Código Civil. In Barcelona, account must also be taken of Catalan housing legislation and of the declaration of a stressed residential market area, which restricts the rent in new contracts.
Services and works
Professional engagements, renovations, maintenance. The distinction between a contract for services, where the activity is owed, and a contract for works, where a result is owed, determines when there is a breach and what can be demanded. In construction there are also specific guarantee periods for building defects.
Loan, deposit and mandate
Everyday contracts that are almost never put in writing and that give rise to difficult claims for precisely that reason. A loan between private individuals with no document is proved with transfers, messages and witnesses, and that evidence is far easier to build up before the dispute than afterwards.
Consumer contracts
Where one party is a consumer and the other a business, consumer protection legislation also applies: transparency control over the clauses, unfair terms being void, the right of withdrawal in distance contracts and a strengthened guarantee regime. It is an area where the consumer has far more scope than they usually think.
Clauses worth reading before signing
- Subject matter and scope. Exactly what is to be delivered or done, to what standard and within what time. Vagueness here is the origin of almost every dispute.
- Price and method of payment. Amount, timetable, taxes included or excluded, and what happens to advance payments if the contract is terminated.
- Term and extensions. Duration, notice of termination and automatic renewal.
- Penalty clause. This sets the compensation for breach in advance and saves having to prove the loss. It is worth checking whether it replaces damages or is added to them.
- Conditions subsequent. The situations in which either party may walk away without penalty: refusal of financing, absence of a licence, failure to meet a milestone.
- Guarantees. Deposits, guarantee bonds, sums retained from the price until acceptance.
- Jurisdiction and governing law. With consumers, an express submission to a court other than that of their home address is not valid.
- Data protection and confidentiality where the contract involves processing third parties' information.
Reviewing costs far less than claiming
A prior review of the draft can be dealt with in a single consultation. A poorly documented breach can cost years of court proceedings, always with an uncertain outcome.
Forms of breach and what can be demanded
Total breach
The obligation is not performed at all: the goods sold are not delivered, the works ordered are not carried out, the agreed price is not paid.
Partial or defective performance
Performance takes place, but incompletely or with defects: badly executed building work, a product that does not have the features offered, a service only partly provided.
Late performance
Performance arrives after the deadline. For the delay to have consequences the debtor usually has to be put in default by a formal demand, unless the contract states that time is of the essence or the law presumes it.
Faced with any of these, article 1124 of the Código Civil gives the injured party a choice: to demand performance of what was agreed or termination of the contract, and in both cases damages. The choice matters: seeking termination means having to give back what has been received, and in contracts already partly performed that restitution may not be desirable.
"The power to terminate obligations is deemed implicit in reciprocal ones, in the event that one of the parties bound does not perform what falls to them."
Article 1124 of the Código Civil
How to claim, step by step
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Gather the contract and its trail
The signed document, but also the emails, the messages, the quotations, the invoices, the delivery notes and the payment receipts. In oral contracts, that trail es the contract. It is worth putting it in chronological order before writing the first letter of claim.
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Out-of-court demand
A burofax with acknowledgement of receipt and certification of its content, addressed to the party in breach, describing the breach, allowing a period to put it right and setting out the consequences. It serves three purposes: it puts the other party in default, it interrupts the limitation period and it leaves conclusive evidence of the claim, which later weighs in any order for costs.
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Negotiation or mediation
A good proportion of contractual disputes end here, with an agreement both parties can live with. Catalonia has civil mediation services, and any agreement reached can be recorded in a public deed so that it can be enforced. Before bringing a claim, procedural law requires proof that an appropriate means of dispute resolution has been attempted.
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Court proceedings before the Barcelona courts
If there is no agreement, a claim is filed with the competent court of first instance. The procedure and its stages depend on the amount and the subject matter. Where the debt is for a fixed sum and is evidenced by certain documents, the proceso monitorio (Spanish order-for-payment procedure) is a quicker and simpler route. The organisation of these courts has changed with the reform explained in the guide to Ley Orgánica 1/2025 (Spanish Organic Act 1/2025) and the Tribunales de Instancia.
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Enforcement of the judgment
Winning the case and being paid are not the same thing. If the losing party does not comply voluntarily, enforcement has to be applied for and their assets investigated. That is why it is worth assessing the other party's solvency from the outset and, where appropriate, applying for interim measures.
Damages
As well as performance or termination, the injured party may claim compensation covering:
- Actual loss (daño emergente): the value of what has been lost and the expenses actually incurred: repairs, replacements, administrative costs.
- Loss of earnings: the profit not earned as a result of the breach. This calls for rigorous proof: an expectation is not enough, it must be shown that the profit could reasonably have been expected.
- Non-pecuniary loss: allowed in limited situations, where the breach affects personal rights or causes a demonstrable non-financial loss.
- Interest: the interest agreed, statutory interest from the date of the claim, and the late-payment interest specific to commercial transactions between businesses.
The amount always depends on the case and has to be proved. That is why the penalty clause is so useful in commercial contracts: it sets the figure in advance and avoids the argument over evidence, although the courts may reduce it where the obligation has been partly performed. Where the loss is covered by a policy, the claims route is different and is explained in the guide to public liability insurance.
Limitation periods
The general period for claiming performance of a personal obligation under ordinary Spanish law is five years from the moment it became enforceable, but it is worth looking twice before taking that for granted:
- In Catalonia, obligations and contracts are governed by Book Six of the Código Civil de Cataluña (Catalan Civil Code) with its own rules on limitation and lapse in relationships subject to Catalan civil law.
- Certain actions have much shorter time limits: warranty against hidden defects, lack of conformity in a consumer sale, or actions arising from an insurance contract.
- A conclusive out-of-court claim interrupts the limitation period and it starts again. That is another reason to send the burofax and keep the acknowledgement of receipt.
Checking which time limit applies is, in practice, the first thing to do: a time-barred claim cannot be rescued with arguments.
Other related guides
Civil liability and claims
Claims for loss and for breach: valuation, negotiation with the other party or their insurer, and court proceedings.
Go to the practice areaCivil liability insurance
What a public liability policy covers, which exclusions to watch for and how a claim is made to the insurer.
Read the guideBuying and selling property in Barcelona
The arras contract, the public deed and the allocation of taxes and costs in a property transaction.
Read the guideGuide written by the firm Ajuridic. Principal: Noemí Ampurdanés Parés, lawyer registered with the ICAB under no. 22359, with more than 30 years in practice.
It is general information only. It does not constitute legal advice and does not replace analysis of a specific case: the rules change and the outcome depends on the facts, the dates and the documentation in each matter.
Before claiming, check the time limit
Contractual and non-contractual claims do not become time-barred in the same way. Free tools, no registration.
Time limit checker
Eleven time limits covering fines, employment, damage claims and inheritance. Enter the start date and it shows the deadline for acting and how many days are left.
Check a time limitDocument checklist
The list of papers for six of the firm's procedures, tickable and printable, so you arrive at the first consultation with the file already checked.
Open the checklistA contract is reviewed beforehand; a breach, as soon as possible
Whether a draft needs reading before it is signed or the other party is already in breach, the first step is to look at the documents. The firm is at Carrer del Freser, 104, in El Clot.