Claim of the acquirer of a publicly auctioned share against the subscriber for payment of the outstanding share amount

Facts

On December 15, 1954, Marunion SA was founded with a share capital of 50,000 CHF, divided into 100 registered shares. Léon Meier, the defendant, subscribed to 70 of these shares, of which 60 were held in trust for the British national Charles Laming. In the fall of 1958, there were disagreements between Meier and Laming, following which they concluded a contract in which Meier undertook to transfer his shares to Laming. Since Marunion SA went bankrupt in 1960, the bankruptcy trustee demanded payment of the outstanding amount for the 70 shares subscribed by Meier. Meier refused, as he had transferred his shares to Laming. The bankruptcy trustee then publicly auctioned the claim for payment, which the plaintiff Fischer acquired.

Considerations

The Federal Court decided that the claim for payment in the bankruptcy of the company can be realized like other claims, even if the proceeds are significantly below the par value. The entry in the share register is not constitutive…