Facts
The case concerns the liability of the organs of a joint-stock company that has gone bankrupt. The X. Bank AG in Zurich was engaged in banking business and ran into financial difficulties when its Chairman of the Board of Directors, B., fled with the liquid assets. The bank then closed its counter and went into composition proceedings with assignment of assets.
The creditor Jürg D., to whom the bankruptcy estate had assigned claims for liability against the authorized signatory Margrit G., sued for damages. The Federal Supreme Court had to decide whether Jürg D. as the assignee creditor can sue for the entire damage caused by the responsible organs of the company or only for his own indirect damage.
Considerations
The Federal Supreme Court holds that the assignee creditor cannot assert two different grounds for the claim (claim based on his own right and claim based on the right of the company), but only the claim based on the right of the creditors as a whole. This claim is to be understood as a unified claim, in which defenses that the responsible organs would have against the company or individual creditors cannot be raised against the assignee creditor.
The Federal Supreme Court thus clarifies its previous case law in BGE 111 II 182 et seq. and holds that the assignee creditor can sue for the entire damage that the responsible organs of the company and thus indirectly also the…