Facts
On 28 October/20 November 1987, the parties concluded a contract for the delivery of a work for the construction of a house based on a model of company S. AG, for a price of 98'849 Swiss francs, including architectural work. The contract was subject to a suspensive condition, whereby the work would only begin after the buyers, Erich K. and Margot M., had acquired a suitable plot of land.
The buyers declared their withdrawal from the contract on 25 November 1987, citing financial reasons. However, they had already submitted a building permit application for a plot of land they had acquired in the meantime and carried out the project without the intervention of company S. AG.
Company S. AG brought an action for damages for loss of profit, which was dismissed by the Lenzburg district court. The Argovie cantonal court of appeal partially upheld the company's appeal and ordered the buyers to pay 21'400 Swiss francs. The buyers lodged an appeal with the Federal Court, which upheld their appeal and dismissed the company's claim.
Considerations
The Federal Court examined the legal nature of the contract and considered it to be a contract for the delivery of a work, subject to the rules of the contract of employment. The suspensive condition was interpreted as an entrepreneur's clause, which was included in the contract to ensure that the buyers would have the opportunity to build the house on a suitable plot of land.
The Federal Court also examined the issue of termination of the contract and considered that the buyers had the right to terminate the contract at any time, in accordance with article 377 of the CO. However, the company was…