Facts
[Z. SA] is a Swiss company active in the purchase and sale of aircraft. A. Company Limited is a Maltese company active in the grain trade. The two companies concluded a contract for the sale of an aircraft on December 29, 1992, with staggered payment terms. In May 1993, [Z.] terminated the contract on the grounds that [A.] had not paid a deposit on the agreed date. In 2002, [A.] assigned its rights to X. and Y., who then filed an action against [Z.] to obtain the reimbursement of the deposits paid.
The cantonal court ruled that the claim was time-barred. On appeal, the Federal Tribunal had to examine the validity of the waiver of prescription made by [Z.] in favor of [A.] in 2002.
Considerations
The Federal Tribunal considered that Art. 141 para. 1 CO must be interpreted restrictively. It held that the legislator only intended to prohibit the waiver of prescription at the time of the conclusion of the contract, in order to protect the debtor. After the conclusion of the contract, the debtor can validly waive the right to invoke prescription, including for the deadlines of…