Sobre la eficacia vinculante de los contenidos publicitarios en la contratación interempresarial y su conexión con el control de transparencia material

This paper focuses on the binding nature of advertising statements in the field of contracts between entrepreneurs and/or professionals (the so-called B2B contracts) and its connection with the control of material transparency of general conditions and clauses predisposed. Its methodological singularity lies in the fact that it approaches this question starting from the formulation of a factual assumption based on litigious cases that have arising between private parties that have been finally resolved by our Supreme Court. The first question to address is to determine whether (or not) it is possible to apply the principle of advertising integration of the contract to B2B contracts. Since the answer we offer to this question is affirmative, we next analyze in which cases a contractual clause included in these contracts would deserve to be considered invalid for contravening the content of the advertising (negative version of the principle of advertising integration). Finally, some reflections are made that connect the negative content of the advertising integration of the contract with the control of the material transparency of general contracting conditions and pre-disposed clauses. In this regard, the idea is outlined that the control of material transparency is nothing more than a concretization of the negative aspect of the advertising integration of the contract referring to the essential elements of the contract or, if preferred, to the main object of the contract and to the adequacy between price and performance.