I. The Atocha Tennis Club is an association duly registered in the Register of Associations since 2014.
II. The statutes of the Atocha tennis club contain the following provisions (among others that are not relevant to the case).
“The board of directors is composed of three persons, the president, the vice-president and the treasurer. The board represents the association judicially and extrajudicially”.
III. At a meeting of members held in 2018, the bylaws were amended with the legal and statutory majorities to add the following provision:
“Service contracts of any kind require the prior approval of the General Meeting of Members, if the amount of the usual consideration to be paid by the association under the contract exceeds €5,000.”
This amendment was not recorded in the register of associations.
IV. On May 1, 2019, the president of the club, Aimara, duly summoned the vice-president Bernat and the treasurer Koldo to a board meeting. The summons contained, among others, the following item on the agenda.
“Organization of an open tennis tournament to be held July 15-17, 2019 at the club’s facilities.”
Koldo, the treasurer, excuses his attendance to the Board meeting and Aimara and Bernat approve to hold the tournament including in it an exhibition match between two tennis professionals, Carlitos and Rafa. Aimara contacts both of them and gets them to accept, charging a fee -usually- of 10,000 euros each.
V. When Koldo learns that the tennis professionals have been hired at this high cost, a serious dispute arises within the board of directors. Aimara decides to resign from his position with effect from May 30, 2019. His resignation is recorded in the register of associations three months later.
VI. On June 15, 2019, Aimara receives a call from sporting goods manufacturer Partidas, a supplier to the Atocha tennis club for years. Partidas, who does not know that Aimara has resigned, asks him if, like the previous year, he should supply 500 balls for the tournament or do they want to place a larger or smaller order. Aimara, still angry with the club, and especially, with the treasurer Koldo, after thanking Partidas for his offer, confirms an order of 10,000 tennis balls “as a precaution”. Aimara says nothing to Partidas about his resignation from the board of directors. The 10,000 tennis balls are delivered to the club in time for the start of the tournament.
VII. Due to the continuous rain, there are hardly any paying spectators at the tournament, which is held in fits and starts, taking advantage of the breaks in the rain. The match between Carlitos and Rafa scheduled for the first day has to be suspended after the first set.
Questions
First, are Carlitos and Rafa entitled to collect the 10,000 euros promised for participating in the tournament, and can they demand payment personally from Aimara? Can Koldo argue that the club does not have to pay (i) because the contract was concluded with Aimara who had no power to bind the tennis club and (ii) that, as the match could not be played because of the rain, the club is not obliged to pay the 10,000 euros in full?
Second, is Partidas entitled to charge the tennis club the price of the 10,000 balls even though only 500 were used? And Aimara?
Third. If the tennis club were obliged to pay the 10,000 euros to each player and the price of the 10,000 balls, what could the club claim from Aimara, exercising what claims?
Note by Jesús Alfaro: the case is the one proposed by Professors Peres and Breidenbach of the Europa-Universität Viadrina Frankfurt (Oder) in 2015, which I have slightly modified as I saw fit, including the questions.