Collective bargaining plays a central role within the Spanish employment relations system. For companies, it is a fundamental tool for establishing working conditions, adapting internal organisation and reaching agreements with employee representatives.

However, the validity and effectiveness of collective bargaining do not depend solely on the final outcome. A signed agreement does not always guarantee that the process itself was properly conducted. One of the fundamental principles governing collective bargaining is the obligation to negotiate in good faith. This principle requires the parties to act with a genuine willingness to engage in dialogue, exchange information and seek solutions, although it does not necessarily require them to reach an agreement.

Good-faith bargaining has become one of the elements most frequently examined by the courts in proceedings concerning collective agreements, consultation periods and collective disputes. For companies, understanding the scope of this obligation is essential. A negotiation that appears formal but lacks genuine substance can create significant legal risks and invalidate the measures adopted, even where the process has ended with an agreement.

What Does Negotiating in Good Faith Mean in Employment Matters?

Good faith in collective bargaining involves much more than complying with the formal requirements established by law. It is not enough to call meetings, exchange documents or comply with a negotiation timetable. The negotiation must allow for genuine interaction between the parties.

This means that the company and employee representatives must act consistently with the purpose of the process: analysing the positions put forward, considering alternatives and allowing the proposals to evolve reasonably.

In accordance with Article 89.1 of Royal Legislative Decree 2/2015 of 23 October, approving the consolidated text of the Employees’ Statute, both parties are required to negotiate in accordance with the principle of good faith. Good faith does not mean that the company must accept the proposals put forward by employee representatives, nor that both parties are obliged to reach an agreement. The objective is not to guarantee a particular outcome, but to ensure that the negotiation process is genuine, effective and directed towards reaching an agreement.

The Company’s Obligation to Provide Sufficient Information

One of the most important and instrumental elements of good-faith bargaining is the duty to provide information. The company must provide the data and documents necessary for the other party to understand the situation at issue, assess the proposals and participate in the negotiation with sufficient knowledge.

This obligation becomes particularly relevant when collective bargaining is related to internal or external flexibility measures that directly affect the organisation of the company, such as collective dismissals, temporary employment regulation procedures (ERTE) or substantial modifications to employment conditions (MSCT).

The case-law doctrine, as reflected in the appeal proceedings before the High Court of Justice (Roj: STSJ PV 1754:2025 · ECLI: ES:TSJPV:2025:1754), establishes that information constitutes an essential prerequisite for consultation. However, the instrumental nature of this duty means that not every failure to provide documentation results in the measure being declared null and void, but only a failure that is sufficiently significant to prevent properly informed negotiations.

Collective Bargaining Cannot Become a Business Decision That Has Already Been Finalised

One of the main legal risks arises when a company enters negotiations with a decision that has already been adopted irrevocably and uses the process merely as a formal procedure to communicate it. Collective bargaining requires a genuine ability to exchange views and modify the parties’ initial positions.

This does not mean that a company cannot have a defined initial position or clear business objectives. It is entirely reasonable for any negotiation to begin from specific interests. However, there is an important difference between defending a particular position and presenting an immovable decision with no genuine possibility of discussion.

When the negotiating table becomes merely a formality for obtaining adherence to a decision, the courts may declare the measures null and void due to the absence of genuine and good-faith negotiations, as analysed in the judgment of the National High Court (Roj: SAN 3021:2025 · ECLI: ES:AN:2025:3021).

Good Faith Also Requires Consistent Conduct by Employee Representatives

Although much of the judicial analysis tends to focus on the company’s obligations, good-faith bargaining is a bilateral principle that applies to all parties participating in the process. Employee representatives must also act consistently with the purpose of the negotiation.

This means actively participating in the meetings convened, reasonably assessing the information provided by the company, maintaining the confidentiality of sensitive data and putting forward viable proposals or alternatives when rejecting the company’s measures.

Collective bargaining is neither a mechanism for unilateral imposition nor one for systematic obstruction by either party. Its purpose is to bring positions closer through a process of reciprocal exchange. Good faith therefore operates as a balancing principle requiring responsible conduct from both company management and employee representatives.

The Importance of Documentation and Traceability Throughout the Process

In any subsequent judicial dispute, the documentation generated during the negotiation process acquires significant evidentiary value. Meeting minutes, written communications between the parties, acknowledgements of receipt for information provided and written proposals and counterproposals allow the court to assess how the negotiation actually developed.

For companies, maintaining proper traceability of the process is particularly important to demonstrate compliance with the good-faith standard. The purpose is not merely to retain documents for formal reasons, but to be able to demonstrate before the courts that there was a genuine willingness to negotiate and that the proposals put forward by employee representatives were properly considered. A properly documented negotiation provides legal certainty and allows the company to defend its conduct in the event of a subsequent challenge.

Good Faith in Business Restructuring Processes

The requirement of good faith becomes particularly critical in collective restructuring processes. When a company proposes collective measures that may affect employment stability, such as collective dismissals (Article 51 of the Employees’ Statute) or the suspension of employment contracts and reductions in working hours (Article 47 of the Employees’ Statute), the consultation period becomes the core of the procedure.

In these cases, the courts do not only examine whether the economic, technical, organisational or production-related (ETOP) grounds exist. They also examine in detail:

• Whether the required documentation was provided from the beginning of the consultation period.
• Whether the timetable of meetings was sufficient and appropriate to the complexity of the process.
• Whether the company analysed and provided reasoned responses to proposals for measures to mitigate the impact of the proposed measures or provide social support put forward by employee representatives.

The existence of a valid business reason may be completely undermined if the consultation process is declared null and void due to a lack of good-faith bargaining, resulting in the ineffectiveness of the agreed dismissals or suspensions.

Consequences of Collective Bargaining Without Good Faith

When the courts consider that there has been no genuine negotiation or that the principle of good faith has been breached, the consequences for the company can be extremely serious:

• Nullity of collective dismissals or substantial modifications to employment conditions (MSCT): Under Article 124.11 of the Labour Jurisdiction Act, the judgment will declare a collective termination decision null and void where the employer has not carried out the consultation period or provided the documentation legally required, or where it has done so without respecting the principle of good faith. This requires the immediate reinstatement of the employees and payment of back pay, as reflected in the judgment of the High Court of Justice (Roj: STSJ M 5917:2025 · ECLI: ES:TSJM:2025:5917).
• Challenge and nullity of collective agreements: A collective agreement may be declared null and void if it is established that the negotiation process was affected by the absence of genuine negotiations or by fraud of law.
• Administrative sanctions: The Labour Inspectorate may sanction the company for serious or very serious infringements in the area of employment relations.

The Role of Human Resources in Good-Faith Collective Bargaining

Human Resources departments play an essential role in preparing and managing the negotiation process. HR must coordinate internal information, ensure that technical and economic documentation is appropriate and facilitate communication between the different areas involved.

HR must also ensure that the negotiation is consistent with the company’s employment policies and overall organisational strategy. Effective Human Resources management makes it possible to anticipate disputes, properly document each stage of the process and build more stable and constructive employment relationships.

Good Business Practices to Ensure Effective Negotiations

• Preparation and advance organisation of information: Gather and organise all economic, technical or organisational documentation before the formal opening of the negotiating table or consultation period.
• Preparation of detailed minutes: Ensure that, at the end of each negotiation session, minutes are prepared and signed accurately reflecting the points of agreement, disagreements, proposals submitted and the date of the next meeting.
• Provide reasoned responses to proposals: Do not systematically or silently reject proposals from employee representatives; the company should provide technical or organisational reasons explaining why they are not viable or put forward alternative counterproposals.
• Respect the negotiation timetable and deadlines: Avoid unjustified cancellations of meetings and ensure that the process takes place within the legally established deadlines.

Good-Faith Bargaining as an Essential Element of Legal Certainty for Companies

Collective bargaining is measured not only by the agreement reached, but also by the quality of the process that leads to it. For companies, negotiating in good faith means combining the defence of their legitimate interests with respect for the rules governing collective dialogue.

The courts have progressively reinforced the importance of negotiations being genuine, informed and consistent with the purpose established by employment legislation. An appropriate strategy should therefore not focus solely on reaching an agreement at any cost, but on ensuring that the negotiation process is properly conducted and can be legally defended if it is subsequently challenged before the courts.

At Suárez de Vivero, we advise national and international companies on collective bargaining, collective agreements, employment disputes, restructuring processes and relations with employee representatives.

Frequently Asked Questions About Good Faith in Collective Bargaining