Facts
On 28 November 1974, the Banque Centrale Coopérative S.A. (the Bank) and Volodia S.A. (Volodia) concluded a foreign exchange contract by telephone for the sale of 50 million Italian lire with a three-month term. The Bank requested a coverage of approximately 20% of the sale price, but Volodia did not respond to this request. The Bank then confirmed the terms of the agreement in writing, but Volodia did not return the signed duplicate of the contract. After several reminders from the Bank, Volodia ultimately denied the existence of the contract. The Bank then sold the lire and initiated legal proceedings against Volodia for payment. The Civil Court of the District of Lausanne and the Appeals Chamber of the Vaud Cantonal Court dismissed the Bank's action, considering that the contract was not concluded due to the disagreement on the coverage requested by the Bank.Considerations
1. The Federal Tribunal considers that the parties had agreed on all the essential elements of the contract (subject matter, price, maturity). The Bank's request for coverage was not an essential element, subjectively or objectively, for either party. Therefore, in accordance with Art. 2(1) of the Swiss Code of Obligations (CO), the contract must be deemed concluded despite the disagreement on this secondary point, as the parties had not reserved any further negotiations on the matter. 2. According to the case law of the Federal Tribunal, Art. 2(1) CO only applies when the parties…