Facts
Socsil S.A., an insolvent industrial and commercial company, was jointly and severally liable with other parties in a debt acknowledgment towards Negresco S.A. for an amount of 3'050'000 Swiss francs. Although Socsil S.A. did not directly benefit from the funds in question, which were used for the personal interests of its representative Eli Pinkas, the Federal Tribunal considered that this solidary commitment was not null and void under Article 718 para. 1 CO.
The cantonal court had initially ruled that Socsil S.A.'s commitment was null and void, as the transaction was not in line with the company's corporate purpose. However, the Federal Tribunal rejected this interpretation, considering that a solidary commitment or debt assumption is not necessarily excluded by the corporate purpose of a commercial company, provided that the act, assessed in an abstract and objective manner, can indirectly contribute to the achievement of this purpose.
Furthermore, the Federal Tribunal considered that the good faith of the contracting party, in this case Negresco S.A., should be taken into account, since the organs of a legal entity directly form its will and bind it through their acts, including unlawful ones.
Considerations
Consequently, the Federal Tribunal upheld Negresco S.A.'s appeal and ordered that its…