Facts
On April 25, 1983, the Cantonal Court of W. AG confirmed a composition agreement with partial assignment of assets. W. AG transferred a portion of its assets for liquidation and distribution to its creditors. This included potential liability claims against A., the former Board of Directors of W. AG. The liquidator assigned these claims to R. Corporation on August 20, 1985.
With a claim filed on September 14, 1987, R. Corporation sued A. before the District Court of Lucerne-City for liability under corporate law. A. disputed the local jurisdiction of the court, but the District Court and the High Court of the Canton of Lucerne affirmed the jurisdiction under Art. 761 CO.
Considerations
The Federal Supreme Court confirmed the jurisdiction of the court at the registered office of the company on whose behalf and in whose interest the allegedly damaging act was committed. Art. 761 CO was introduced in 1936 to establish a uniform place of jurisdiction for liability claims and to avoid multiple proceedings and contradictory decisions.
The place of jurisdiction is based on the registered office of the company, not on the place of the damaging act or the place of bankruptcy. Even in the case of a partial liquidation of the company, the registered office of the public limited…