Right of an heir to intervene as an independent accessory party in proceedings for deficiencies in the organization of a public limited company that is part of the estate

Facts

The present case concerns a conflict between the heirs of an estate, A.X. and B.X., who are the sole shareholders of the public limited company D. SA. The testamentary executor C. has initiated proceedings against D. SA before the Civil Court of the Canton of Geneva under Art. 731b CO, in order to remedy the deficiencies in the organization of the company. A.X. has requested to intervene in these proceedings as an accessory party, which was rejected by the cantonal court.

A.X. then appealed to the Federal Supreme Court, which upheld his appeal and amended the contested judgment by granting A.X.'s request for accessory intervention.

Considerations

The Federal Supreme Court first recalled the rules and case law relating to the action under Art. 731b CO and the intervention of shareholders. When the general meeting is blocked by a "deadlock" situation in the shareholding, the court can even order the dissolution of the company and its liquidation.

Furthermore, the Federal Supreme Court examined the special case of the action under Art. 731b CO brought by a testamentary executor. When the heirs in the hereditary community are the sole shareholders of the company, it is the testamentary executor who has the capacity to conduct the proceedings concerning the assets of the estate.

Finally, the Federal Supreme Court considered that each heir can intervene in the proceedings as an independent accessory…