Facts
The company X. in Zurich, an auction house, held an auction on November 12, 1982, at which the Y. Corporation Inc. from Panama wanted to auction off several art objects, including a three-part painting (triptych) by Z. from the year 1914. For this painting, a "gross limit" of CHF 262,500.-- had been agreed upon in the auction contract dated October 18, 1982.
At the auction, Ms. B., who appeared as a representative of the Y. Corporation Inc., made the final bid of CHF 265,000.--, whereupon the painting was awarded to her. The company X. then considered the Y. Corporation Inc. as the buyer and demanded from it the purchase price, the commission, and the turnover tax (VAT) in the total amount of CHF 309,573.--. However, the Y. Corporation Inc. rejected the invoice and sued the company X. for payment of a portion of the auction proceeds.
Considerations
The Federal Court states that the agreements between the parties, in particular the auction conditions of the company X., are decisive for the assessment of the legal situation. These conditions show that an allocation to the consignor (here the Y. Corporation Inc.) is generally permissible, even if it is below the agreed gross limit.
The Y. Corporation Inc. claims that there is a simulation agreement between it and the company X., according to which the painting was only awarded to it as a sham. However, it bears the burden of proof for this, which it has not provided. The Federal Court sees no indications that the company X. knew about a sham bid by the Y. Corporation Inc. and nevertheless awarded the bid.
Even if…