Facts
Bank X. AG (Agent, Appellant) and Y. Ltd (Principal, Respondent) had a business relationship characterized by commission and loan agreements. Bank X. AG concluded option contracts in its own name, but on behalf and for the account of Y. Ltd. Between December 2006 and January 2007, Bank X. AG demanded a total amount of CHF 5,248,000 from Y. Ltd. through margin calls.
Y. Ltd. then requested the Civil Court of Basel-Stadt to order the submission, proof or production of various documents, key figures and records to enable the review of the margin demands. The Court of Appeal obliged Bank X. AG to partially disclose these documents.
Bank X. AG filed a civil law appeal against this judgment with the Federal Supreme Court.
Considerations
The Federal Supreme Court held that the contractual relationship of the parties was characterized by an agency or commission law component on the one hand and a loan relationship on the other. Since these contracts were interconnected and interdependent, a composite contract was at hand.
For the question of the duty to disclose and account regarding the margin calls, the elements of commission law were therefore in the foreground. The Federal Supreme Court therefore affirmed the applicability of Art. 400 CO, which regulates the agent's duty of accountability.
The Federal…