Facts
The parties are the owners of an agricultural business in U. and the associated properties in V. (hereinafter collectively referred to as "B.X."). Originally, the B.X. belonged to the husband of the respondent C. Due to financial problems, Appellant 2 granted the husband a loan of CHF 550,000. On July 18, 1985, the husband and Appellant 2 concluded a preliminary contract for the conclusion of a purchase contract and the establishment of a right of purchase regarding the B.X. with a purchase price of CHF 650,000.
By a contribution in kind agreement dated March 2, 1988, the husband sold the B.X. to the Appellant 2 to be established. On October 12, 1988, the plaintiff, her husband, and Appellant 2 jointly founded Appellant 2. On February 10, 1989, the husband and Appellant 2 concluded a pledge agreement, which declared the preliminary contract null and void and stated that the husband owed Appellant 2 CHF 550,000. To secure this debt, the husband transferred all 50 shares of Appellant 2 to Appellant 2 as a pledge.
On January 3, 1995, Appellant 2 and the husband concluded a purchase contract for all 50 shares of Appellant 2. On February 17, 1998, a capital increase of another 50 shares took place at Appellant 2, with Appellant 2 receiving 39 shares, the husband 10 shares, and the plaintiff 1 share.
Considerations
The Federal Court states that the purchase contract of January 3, 1995 is not void, but merely temporarily ineffective as long as no authorization pursuant to Art. 61 BGBB has been granted. The Federal Court does not see a limitation of this temporary ineffectiveness to 10…