Facts
By contract dated December 28, 1988, [B.] sold 49% of the shares of X. AG to [C.] for the price of CHF 350,000. This contract was subsequently not fulfilled by either party. On May 29, 1992, the parties concluded an agreement referred to as a settlement, with which they wanted to create clarity regarding the ownership structure of X. AG and its subsidiaries. In this agreement, the purchase contract of December 28, 1988 was declared null and void, and [C.] acknowledged that he was not a shareholder in the share capital of X. AG or the capital of the subsidiaries and had no claims in this respect.
On December 18, 1992, [C.] declared to [B.] that he was withdrawing from the agreements of May 29 and August 30, 1992 due to deception and fundamental error. By letter dated January 3, 1994, C.'s lawyer demanded the immediate full performance of the agreements of May 29 and August 30, 1992 by both parties. However, the defendant disputed that the grounds for challenging the contract actually existed.
On January 11, 1994, [C.] assigned all his claims from the agreements to A. A. then filed a lawsuit against [B.] on June 10, 1994.
Considerations
The Cantonal Court concluded that the agreements of May 29 and August 30, 1992 were unenforceable, as [C.] had declared on December 18, 1992 that he was withdrawing from them due to deception and fundamental error. However, the Federal Supreme Court sees this differently.
Contrary to the view of the Cantonal Court, the mere declaration by [C.] that he does not want to uphold the contract due to defects of intent does not automatically lead to the unenforceability of the…