Claim against the heirs of a member of the board of directors due to liability under company law can be filed at the registered office of the company

Facts

The insurance company X. AG asserted a claim against the heirs of B., who was a member of the board of directors of Y. AG, based on liability under company law. The claim was filed with the District Court of Zurich. The District Court declared itself incompetent, as it was of the opinion that Art. 761 CO only applies to claims against the responsible persons themselves, but not against their heirs.

The Federal Supreme Court dismissed the appeals of the defendants and confirmed the decision of the Cantonal Court that the District Court of Zurich has jurisdiction for the claim against the heirs.

Considerations

The Federal Supreme Court states that Art. 761 CO is not linked to the person of the defendant, but rather to the nature of the claim as a claim based on liability under company law. The place of jurisdiction at the registered office of the company is therefore available for all claims based on liability under company law, regardless of who is the plaintiff or defendant.

The Federal Supreme Court justifies this by stating that Art. 761 CO aims to simplify the judicial enforcement of liability claims. This also includes the fact that the plaintiff does not have to sue several defendants in different courts.

Finally,…