Facts
In April 2012, B. GmbH (Seller, Respondent) with its registered office in Germany sold the shares of two companies to A. AG (Buyer, Appellant) with its registered office in U. (Switzerland) for EUR 2.25 million. On February 27, 2017, EUR 1,749,082.50 of the purchase price was still outstanding.
In an agreement dated March 2, 2018, the Buyer irrevocably undertook to pay the outstanding amount (including accrued interest) of EUR 1,819,969.57 plus interest of 4.5% from February 28, 2018. To secure the outstanding debt, the Buyer undertook to pledge 75% of the business shares in [C. GmbH] with its registered office in V. (Germany), which it held.
In a notarial deed executed in W. (Germany) on April 25, 2018, the Buyer pledged the business shares No. 1 for EUR 30,000.-- and No. 3 for EUR 15,000.-- in [C. GmbH] to the Seller.
In April 2022, the Seller initiated the public auction of the pledged shares in [C. GmbH] in Germany. At the extraordinary shareholders' meeting of [C. GmbH] on April 28, 2022, the Buyer and sole shareholder resolved "in view of the now threatened realization of the pledge with immediate effect" the redemption (destruction) of the pledged business shares No. 1 and 3.
Based on the enforceable public deed dated August 8, 2019, the Seller initiated debt enforcement proceedings for CHF 1,907,530.70 plus interest at 4.5% from February 28, 2018 against the Buyer at the Debt Collection Office U. for the realization of the pledge (pledged object: 75% of the business shares in [C. GmbH] held 100% by the Buyer).
Considerations
The Federal Supreme Court notes that the lower court rightly affirmed the Respondent's legal interest and entered into the request for definitive enforcement in the present debt enforcement proceedings for the realization of the pledge.
The Appellant has prevented the successful realization of the collateral by the redemption and "destruction" of the pledged business shares No. 1 and 3 of [C. GmbH] in an abusive manner. Therefore, it is not objectionable that the lower court…