Facts
The spouses Carlebach and eight other plaintiffs deposited a total of 33 bearer shares of I.G. Chemie (later Interhandel) with German banks before 1940. In March 1945, these shares were destroyed by the German Reichsbank together with other securities, in order to protect them from the advancing enemy armies. In 1954, the German Reichsbank applied to the Civil Court of Basel-City to declare these 33 bearer shares null and void. The court granted the application, without, however, specifying the numbers of the shares. The plaintiffs then filed a lawsuit against Interhandel, demanding the issuance of new shares. The Civil Court and the Court of Appeal upheld the claim. Interhandel appealed against this judgment.Considerations
The Federal Court held that for a valid declaration of nullity of securities, the precise designation of the securities is required, so that they can be distinguished from other papers of the same kind. Since in the present case the destroyed shares were not individualized, the decision of the Civil Court on the declaration of nullity is void. Nevertheless, the plaintiffs continue to have the rights from the destroyed shares, as the membership rights in the joint-stock company do not necessarily depend on the existence of the certificate. In good faith, the plaintiffs' continued shareholder rights must be recognized, as the destruction of the certificates is undoubtedly established and the defendant does not…