REFERENCE:
Consumer protection action brought by a consumer against the developer, its legal representative, and the trustee.
Claims: (i) to declare the clauses of the Trust Agreement null and void; (ii) enforce the Promise of Sale Agreement for an ancillary property signed between the Consumer and the Developer through the execution of a definitive Public Deed of sale; (iii) to jointly and severally award the Trustee; (iv) plus costs and expenses of the proceedings.
Jurisdiction: First instance before the Ninth Civil Circuit Court of the First Judicial Circuit (File 2022), decided by Judgment No. 105-24 of November 29, 2024; and second instance before the Third Superior Court of Justice (File 19107-2025), by Court Order of April 1, 2025, which modified the first instance judgment, obtaining a favorable ruling in favor of the Trustee, reaffirming the principles of the trust agreement.
This achievement not only represents a victory for our client, but also before claims from third parties who are not party to the Trust Agreement, seeking a declaration of nullity of its contractual clauses, actual claims, orders to act, and joint liability; which were granted in the first instance, but as a result of our judicial actions, revoked in the second instance.
CONTEXT:
The subject matter of the dispute dealt with issues raised by the Consumer regarding the Promise of Sale Agreement for an ancillary property signed with the Developer, which the Consumer sought to extend jointly to the Settlor, and even the nullity of clauses in a Trust Agreement, without being a contracting party. The claim alleged breach of the aforementioned Promise of Sale Agreement for ancillary property, a request for nullity of clauses in a Trust Agreement, and unfounded breaches in the management of the trust assets, despite the fact that there was no contractual, commercial, or consumer relationship (direct or indirect) with the Trustee.
Through the second instance resolution, the exceptions of Lack of active legitimacy of the Consumer to request nullity of the clauses of the Trust Agreement, and Lack of passive legitimacy of the Trustee to oblige him to comply with a Contract of Promise of Sale of an attached property, of which he was not a contracting party, were correctly considered:
- The Consumer has no standing to claim the invalidity of clauses in a Trust Agreement, of which the Consumer is not a party, as it is an independent commercial relationship that cannot be challenged by a third party outside the contract. Pursuant to Article 1 of Law No. 1 of 1984, a trust is only binding on the parties involved (settlor, fiduciary, beneficiary).
- The trustee has no passive legitimacy; he is unrelated to the consumer relationship. His role is limited to guaranteeing and managing the trust assets, without interfering with the rights and obligations of the settlor and the buyers. The mere fiduciary administration of the assets does not transform the trustee into a supplier, nor does it bind him as a party to a consumer relationship, either directly or indirectly.
MODIFICATION OF THE APPEALED SENTENCE:
The Third Superior Court modified the first-instance judgment, acquitting the Trustee, whose actions were carried out within the scope of the powers conferred by the Law and the Trust Agreement.
This process began prior to the January 15, 2025, ruling issued by the Full Court of the Supreme Court of Justice (File 49590-2024). Therefore, the ruling was not considered by the Third Superior Court, which would have been helpful in fiduciary matters.
CONCLUSION:
EVANS GROUP reaffirms its position as a leader in complex litigation and its commitment to defending our clients’ interests.
We continue to promote the consolidation of a legally sound environment for business development in Panama.