Contractual freedom constitutes one of the fundamental principles governing commercial relationships. It is an expression of the right to the free development of personality and, primarily, the principle of autonomy of the will. This allows the parties involved to establish agreements according to their interests and needs. In the commercial sphere, Article 78 of the Commercial Code recognizes this principle, granting merchants the power to negotiate and structure their legal relationships autonomously. However, like any freedom, it has its limits.
The jurisprudence emanating from the First Chamber of the Suprema Corte de Justicia de la Nacio n with digital registration number 2027621 has clearly outlined the restrictions on contractual freedom in commercial contracts. This article aims to explore the implications and justification behind these limitations, emphasizing their relevance to ensure a balance in commercial relationships and the full compliance of the agreed-upon agreements. Understanding these limits is crucial for the construction of fair and equitable contractual relationships in the commercial field.
Principle of Contractual Freedom and Its Restrictions
When analyzing the content and scope of the principle of contractual freedom, the Suprema Corte de Justicia de la Nacio n (“SCJN”) has pronounced on the limits that must be specifically applied in the termination and rescission of contracts, with the purpose of seeking a balance between the rights of the parties. In this sense, the main express restriction imposed on the will of the parties is the need to restrict themselves to complying with minimum rules provided for in the legal system, aimed at preserving public order and social interest.
Likewise, the supplementary application of the Co digo Civil Federal (“CCF”) in commercial matters prohibits the fulfillment of contracts at the discretion of one of the parties, which also implies a restriction of contractual freedom specifically regarding contract termination. This restriction inserted into the normative framework emphasizes the need to ensure equity between the contracting parties and seeks to guarantee the proper and complete fulfillment of contracts.
The essence of this resolution emphasizes that, despite the freedom parties have to agree according to their conveniences, allowing one to unilaterally rescind without consequences creates an unfavorable situation for the other party. This unequal situation contradicts the fundamental principle established in Article 1797 of the FCC, which emphasizes the freedom of parties to negotiate on mutually agreed terms, provided conditions are equal.
In this sense, the resolution of the SCJN highlights the need to preserve equity in commercial contracts, avoiding that one party is excessively favored at the expense of the other, that is, it underscores the importance of interpreting and applying contractual provisions in a way that safeguards equality between the parties, ensuring a fair and equitable scenario in the commercial sphere.
The relevance of the resolution of the SCJN is evident in emphasizing that contractual freedom cannot undermine the principle of equality established by the legislator, emphasizing the importance of building fair and equitable contractual relationships within the legal framework of commerce.
