Corporate Duties and the Consequences of their Breach: A Critical Review of the Application of Non-contractual Liability

This text analysis the opinion rendered by the Supreme Court on July 22, 2019 (Case 21,881-2017). In this opinion, the Court recognizes that the partners of a limited liability company can invoke the rules of non-contractual liability when claiming compensation for damages suffered due to the breach of corporate duties owed to other partners. This, when the formers acted in their capacity as managers of the relevant company, incurring in fraudulent activities that involve deviation of clients and the subsequent loss of corporate profits. Special consideration is given to the consistency issue, involved when including certain obligations that entail a contractual relationship within a collaborative setting – such as the duties of loyalty and non-competition – within the general duties of care, as well as the consequences of his qualification to define his submission to the arbitrator’s jurisdiction.