Contractual novation and interpretation

Abstract

In the field of contractual relationships, agreements are frequent that, after the conclusion of a contract, proceed to renew it. The problem arises on the effects of this novation: if they are merely modifying or, on the contrary, they deserve to be classified as extinct, causing the substitution of one obligation or contract for another, the original disappearing and with it the accessory obligations and guarantees. The importance of determining one or another modality has been evidenced in the jurisprudential doctrine of our Supreme Court, which has been delimiting the presuppositions of the appreciation of one or another modality, always under the premise of a subjective spiritualist or teleological interpretation, which must mainly seek the determination of the common will of the parties when entering into that second novatory contract. The purpose of this work is to expose, analyze and comment on the doctrine of the Supreme Court in the framework of novation and contractual interpretation, closing this analysis in the comment of two recent judgments that address these issues with respect to a sales contract (STS No. 261/2020, of June 8) and to an urban lease (STS No. 190/2021, of March 31).