Facts
In 1954, the brothers Fritz Gurtner-Flückiger and Dr. Hans Gurtner-Witschi founded a general partnership to operate a pharmacy and drugstore in Bümpliz. The partnership agreement provided that the partnership would be continued with the heirs of a deceased partner as a general or limited partnership.
After the death of Fritz Gurtner in 1956, his wife Klara Gurtner-Flückiger joined as an unlimited liability partner, and the wife of Dr. Hans Gurtner, Lony Gurtner-Witschi, was admitted as a limited partner. The partnership was thus converted into a limited partnership.
After the death of Dr. Hans Gurtner in 1963, his heirs, Lony Gurtner-Witschi and her daughter Lisbeth, refused to continue the partnership. Thereupon, Klara Gurtner-Flückiger sued for the dissolution and liquidation of the partnership.
Considerations
The Federal Supreme Court dismissed the claim. It decided that the 1954 partnership agreement continued to apply even after the conversion into a limited partnership. According to Article 20 of the agreement, the partnership was to be continued with the heirs of a deceased partner as a general or limited partnership.
The Federal Supreme Court argued that this provision should be interpreted in the sense of the overall agreement, which aimed to secure a livelihood in the family business for the spouses…