Facts
The P. family had been operating a farm since 1947, which belonged to the real estate company X. In November 1997, the company was dissolved and went into liquidation, with its properties to be transferred to the sole shareholder. P. filed a lawsuit to assert his statutory pre-emptive right under Art. 216c CO. However, the lawsuit was dismissed at all instances.Considerations
The Federal Court held that the transfer of the properties from the real estate company in liquidation to its sole shareholder neither legally nor economically had the character of a sale. It was rather a distribution of the company's assets in accordance with Art. 745 CO, in which the shareholder asserted his proportionate rights to the liquidation assets. Such a transfer does not constitute a legal transaction that would enable the holder of the pre-emptive right to…