Facts
The case concerns the sale of all shares of a company that trades in fireworks and other bazaar goods. Ferdinand Neumann sold his 300 registered shares to Willy Grüninger for 250,000 CHF. Grüninger later claimed that the inventory was significantly overvalued and demanded a reduction in the purchase price. Neumann opposed this. Grüninger filed a declaratory action stating that he only owed Neumann 65,000 CHF, and Neumann filed a counterclaim for payment of the outstanding installments.
Considerations
The Federal Supreme Court decided that in the case of incorrect performance, the buyer has the choice of whether to rely on warranty or a defect of intent. Pursuant to Art. 197 CO, the seller is only liable for the economic value of the shares in the case of special warranties, otherwise the buyer can challenge the contract due to an error regarding the company's assets.
The Higher Court had not sufficiently considered the buyer's error regarding the value of the inventory. The Federal…