Facts
On June 17, 1952, the Carl Rahm AG was founded in Zurich with a share capital of 50,000 CHF. The shares were distributed as follows: 35 shares to Mrs. Rahm-Gautschi (now Mrs. Vogt, divorced Rahm), 14 shares to Bruno Gröbli, and 1 share to Karl Anton Berger. Berger was elected Chairman of the Board of Directors, with Mrs. Rahm and later her husband Karl Rahm as the managing director.
No share register was kept, but instead share certificates were issued. On March 29, 1958, the company held a universal meeting, at which Berger, as the sole attendee, claimed to represent the entire share capital. Thereupon, the previous members of the Board of Directors, Rahm and Mrs. Vogt, were dismissed, and Berger was elected as the sole member of the Board of Directors.
Karl Rahm challenged these resolutions, claiming they were invalid. The Commercial Court of Zurich ruled in his favor and declared the resolutions null and void.
Considerations
The Federal Supreme Court dismissed the company's appeal. It reasoned that the general meeting of March 29, 1958, could not be held as a universal meeting pursuant to Art. 701 CO, as not all shares were represented. Specifically, share No. 35, which remained in the possession of Karl Rahm,…