01.An investment with an agreed exit
The dispute arose out of the entry of a European contract catering group into a Catalan family company in the same sector, run for decades by the eldest of four brothers. The initial negotiations to put the investment in place started from positions that were hard to reconcile: the family did not want to lose control of management, and the investor insisted on a route to acquiring, in time, a majority of the capital.
The 2017 investment and shareholders' agreement built in a balancing mechanism. The investor would become a minority shareholder through an initial capital increase, and the family would keep the management of the company until the investor reached a majority; at that point a put option over the rest of its quotas —the “participaciones” into which the capital of a Spanish limited company is divided— would arise automatically in favour of the family holding company, at a price fixed in advance in the contract. That right to exercise a put option at an already agreed price was the family's safety net: the guarantee that it would not be left trapped as a minority shareholder in a company run by a third party.
With the pandemic, the company was forced to look for outside funding and obtained it, but the lender imposed a condition: that the family company waive the exercise of its put option until the loan was repaid. Out of that came a new agreement between the parties, supplementary to the original investment agreement, by which the family waived the exercise of its put option until 1 July 2028, the maturity date of the loan, and, in return, the investor and the company undertook to maintain until that same date the four brothers' jobs, their terms of employment and the contracts they held with the company.
02.The balance breaks down
Just five months after that supplementary agreement was signed —and once the funding that had prompted it had been obtained— the company dismissed the eldest brother, managing director since 1991, whom that very agreement had just confirmed in his post until 2028.
In January 2023 our client sent the other party a formal out-of-court demand requiring it to comply with the obligation to keep him in his post, warning that the contract would be terminated if it did not. The demand went unanswered and, the supplementary agreement having thereby been terminated, the earlier regime revived, which led to the out-of-court exercise of the put option over the remaining 2,650 quotas at the contract price of €6,950,819.67. The buyer was summoned before a notary to execute the deed and pay the price. The seller attended; the buyer did not. The notarial record —the “acta notarial”— set down the summons, the attendance of one party and the non-attendance of the other. That document would prove decisive three years later.
The claim was filed in March 2023. The defendant's case rested, in essence, on three lines of objection: (i) that the waiver of the option right had been definitive and unilateral, given to the lender and without any reciprocal consideration; (ii) that the dismissal was justified and had already been compensated before the employment courts —with the telling circumstance that, at that time, the industrial company had applied for insolvency proceedings, the Spanish “concurso de acreedores”—; and (iii) in the alternative, the application of the rebus sic stantibus doctrine, arguing on expert evidence that the quotas were worth little more than €240,000 given the company's insolvency.
03.The judgment
The judgment, given in December 2025, upheld the claim in full. It held that the supplementary agreement had been breached clearly, definitively and completely. It found that the obligations assumed by both parties were reciprocal and that it was hard to accept that the waiver of a right of that magnitude had been granted for nothing, as the defendants maintained.
Without going into the merits, the judgment rejected the application of the rebus sic stantibus doctrine on strictly procedural grounds —to rely on it a counterclaim is required, not merely a defence raised by way of objection—. And, so far as matters here, it ordered the defendant to acquire the 2,650 quotas “a título de compraventa” (by way of sale), “con abono de la suma de 6.950.819,67 €” (with payment of the sum of €6,950,819.67) to our client. Those two expressions became the heart of everything that followed. The defendants appealed.
04.A strategy of delay
This point is essential to understanding the enforcement stage. As early as a general meeting held in October 2021, more than a year before the dismissal, the investor's representative had it recorded in the minutes that, if the family decided to exercise its right to sell, the matter would have to be argued out and would probably end up in court. This was no off-the-cuff remark. The same executive had been saying since his arrival that he considered the price agreed in 2017 to be wildly excessive and that his group would not pay more for the company than it had already paid out to date.
Seen in that light, everything that followed answers to a single logic. The failure to attend before the notary, the refusal to pay voluntarily and the appeal were not the result of genuine differences over the meaning of the contract, but of a consistent strategy of putting off performance of the payment obligation, avoiding the outlay or at least stretching it out as long as possible. The appeal belongs to that same logic and rests on one very specific conviction: that the judgment could not be provisionally enforced and that, therefore, while the appeal was pending not a single euro would have to be paid out for several years.
Settlement offers were made in that context. None of them reached even ten per cent of the price owed. This firm advised against accepting them on every occasion; the client followed that advice and held without deviation to the strategy set from the first day. That steadiness is part of the result.
05.The real battleground
With a favourable but non-final judgment, the central question was whether to wait for the appeal to be decided —another two or three years, not counting a possible cassation appeal— or whether immediate payment could be obtained. The answer depended on how the operative part of the judgment was characterised in law; and that characterisation was anything but settled.
The “Ley de Enjuiciamiento Civil” of 2000 —the LEC— deliberately chose a broad system of provisional enforcement. Article 524 allows non-final judgments ordering performance to be enforced in the same way as final ones, and article 526 gives a party that has obtained such an order in its favour at first instance the right to ask for and obtain provisional enforcement without having to provide security at the same time. The pendency of the appeal is not an obstacle; it is the very premise of the mechanism.
That broad system has its counterweights, and they are exhaustively listed. Article 525 sets out the judgments that may never be provisionally enforced and, among them, in its paragraph 1. 2.ª, judgments ordering a party to make a declaration of intent. The reason is plain: where compliance requires a contractual declaration to be supplied for the party, the court treats it as made under article 708 LEC, and the effect produced is constitutive or transfers title, and is hard to undo if the judgment is later reversed. That is why the law reserves this mechanism for final decisions.
Article 527.3 completes the scheme: the court is to order provisional enforcement unless the judgment falls within article 525 or contains no order for performance. And article 528 limits objections, so far as matters here, to two grounds: breach of that scheme and, only where the order is non-monetary, the impossibility or extreme difficulty of restoring the previous position. Where the order is monetary, paragraph 3 drastically narrows the debtor's defence: it may not object to the enforcement itself, only to particular enforcement steps, and it must in addition propose alternative measures and offer security; if it does not, “no objection shall lie in any case”.
Everything therefore turned on a single question: whether the operative part of the judgment contained a monetary order or an order to make a declaration of intent.
06.The judgment debtor's case
Enforcement having been ordered in June 2026 for €6,950,819.67 of principal, plus €2,085,245.87 estimated for interest and costs, the judgment debtor objected.
Its argument was technically sound. It maintained that the operative part contained no free-standing monetary order, but a composite obligation to complete a sale of quotas involving reciprocal performance: transfer of full title, execution of a public deed and simultaneous acceptance and payment of the price. The price, on this view, was not an abstract debt but the consideration for a transaction that transferred title and was reciprocal in nature, and it could not be broken up so as to enforce only the part that suited the enforcing party.
To that it added a relevant company-law point: the transfer of quotas requires a public instrument (art. 106.1 of the Spanish Companies Act, LSC) and entry in the register of members (art. 104 LSC), so that a buyer does not become a shareholder merely by paying.
The judgment debtor relied on case law directly in point. Supreme Court judgment 1106/2002 held that a judgment ordering a party to attend the execution of a public deed of sale imposes an order to make a declaration of intent and cannot be provisionally enforced. Supreme Court judgment 654/2013 recalled that the initial admission of a provisional enforcement does not make it correct, in a case of a sale involving reciprocal performance. And several orders of provincial appeal courts —the Spanish “audiencias provinciales”— point the same way. In the alternative, it sought a declaration that the enforcement order was a nullity (art. 559.1. 3.º LEC) and a reduction of the 30% allowed for interest and costs.
07.Our case
The enforcing party's position was built on five main lines of argument:
First, there was no outstanding declaration of intent, because the sale was already complete. In option contracts, exercising the right in time and in due form completes the intended sale, since there is agreement on the thing and on the price (arts. 1254, 1258, 1261, 1445 and 1450 of the Spanish Civil Code, CC). The judgment did not create the contract; it declared it breached and ordered performance of a pre-existing obligation whose essential content, for enforcement purposes, was payment of the price.
Second, the judgment did not order any public deed to be executed. The prohibition in article 525.1. 2.ª LEC applies to judgments whose enforcement requires the technique of article 708, that is, that the court treat a contractual declaration as having been made. Here there was nothing to supply, because the phrase “a título de compraventa” describes the cause of the payment obligation and does not create a free-standing order to make a declaration of intent.
Third, completion of the transaction was prevented by the judgment debtor itself, and that had been on the record since 2023. When the put option was exercised we did not simply give notice of it: we formally required the buyer to attend the notary's office, on a stated day and at a stated hour, to execute the deed and pay the price, and we went to that appointment so that a notarial record could be made of whatever happened there. That demand was not aimed only at recording a breach; it was made with the enforcement stage already in mind, and with an eye to the defence the other side was likely to raise, which was exactly the one it later ran: the absence of a simultaneous transfer of the quotas.
The notarial record established, as conclusive evidence (arts. 317 and 319 LEC; 1216 and 1218 CC), that the seller attended and placed the quotas at the buyer's disposal, and that the buyer did not appear. Three years later, that document turned the judgment debtor's main argument into an obstacle of its own making, since no one may rely for its own benefit on a failure to complete that it has itself brought about.
Fourth, article 571 LEC looks to the content of the enforceable instrument, not to the cause of the obligation. What matters for monetary enforcement is that the instrument shows a duty to hand over a liquidated sum of money. That was plainly so here, with a sum that was certain, due and payable. That the payment is structured as the price of a transaction transferring title does not automatically bring it within article 708.
Fifth, the substantive dispute has its own proper forum in the appeal, not in the enforcement. The judgment debtor argued that the validity and effect of the option were in issue on appeal; but that is true of practically every provisional enforcement. If mere controversy about the existence of the obligation were enough to prevent it, the mechanism would be emptied of content. Provisional enforcement starts from the presumption that the first-instance judgment is valid unless and until it is reversed, and the legislature has provided the remedy for reversal: article 533 LEC requires the enforcing party to return what it has received, repay the costs and make good the loss. A monetary order is, broadly speaking, the textbook case of reversible enforcement, in so far as restitution can be achieved by returning what was received and compensating for loss.
To that was added a procedural reproach: the order being monetary, the objection could only be raised under article 528.3 LEC, which requires alternative enforcement measures to be proposed and sufficient security to be offered. The judgment debtor did neither.
08.What the court decided
The order of July 2026 dismissed the objection in full, and did so by the most direct route: a literal reading of the operative part of the judgment.
From the operative part —the court reasoned— no order to make a declaration of intent arose, nor any obligation on the judgment debtor to execute a public deed of sale. What it did contain was an express order to pay a liquidated sum that was due and payable. With that, the main ground of objection fell away and, for the same reason, so did the alternative claim of nullity under article 559.1. 3.º LEC, which rested on the same premise. Enforcement continued on its own terms, with the costs of the incidental proceedings awarded against the judgment debtor. And, under article 530.4 LEC, the order is final and no appeal lies against it.
There is a practical lesson worth keeping: what is enforced is the operative part, and the operative part is what it literally says. That the monetary order appeared there in clear terms was no accident: it followed from having asked, in the prayer for relief of the claim, separately and independently of the order to acquire, for an order to pay a specified sum. The provisional enforcement was won, in large measure, when the claim was drafted three years earlier.
09.Enforcement that at first came to nothing
The case having been won at first instance and the right to enforce now won as well, the usual problem remained: finding attachable assets. The first measures —an asset search through the “Punto Neutro Judicial”, the Spanish courts' asset-tracing system, and the attachment of balances, receivables and tax refunds— came to nothing, since this was a foreign company with no significant realisable assets in Spain.
An asset investigation was then mounted outside the proceedings, beyond the judicial databases, tracing the group's structure through foreign commercial registers and publicly available corporate information. It identified a subsidiary based in another European Union Member State, in the catering business, in which the judgment debtor had been recorded as the holder of 80% of the share capital since 2018.
On that basis, in July 2026 attachment of all of those shares was applied for (arts. 589, 590, 592, 623 and 635 LEC), together with the protective measures needed to make it effective outside Spain. The application asked that the judgment debtor be required to state its holding and any encumbrances; that the subsidiary be ordered to certify the ownership, report any restrictions on transfer in its articles, record the attachment in its register of shareholders and refrain from registering transfers without judicial authorisation; and that the attachment be notified to the registry authorities of the country concerned.
10.The outcome
The answer came in September 2026. The judgment debtor paid into court €9,036,065.54 —the whole of the sum for which enforcement had been ordered— and applied urgently for the enforcement measures to be stayed and, very tellingly, for the attachment of its subsidiary's shares not to be made or carried out.
The judgment debtor's conduct in the proceedings confirms after the event that the strategy followed from Barcelona by the firm's lawyers was the right one. The same party that had maintained that the price could not be separated from the transfer of the quotas, and that a purely monetary enforcement was therefore impossible, ended up paying the price in full, on its own, with no simultaneous transfer of anything, in order to avoid the attachment of the shares that the asset investigation had brought to light.
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