Facts
In this case, the issue was the contestation of the general meeting resolutions of the A.-G. Bündner Kraftwerke approving the balance sheets for the years 1949 and 1950. The plaintiff, Mr. Herold, requested the annulment of these resolutions on the grounds that the balance sheets presented did not reflect the actual circumstances.
Additionally, the plaintiff wanted the court to judicially establish that the board of directors of the defendant had, in excess of its powers, concluded contracts with some of its members to the detriment of the other shareholders, whereby energy was sold below the market price, and that it had knowingly and unlawfully diverted revenues belonging to the defendant to the majority shareholders.
Considerations
The Federal Court dismissed the claim for the contestation of the general meeting resolutions approving the balance sheet. It stated that a general meeting resolution approving the balance sheet can only be contested if it violates the law or the articles of association. However, the plaintiff had neither expressly claimed nor could it be indirectly inferred from his submissions that this requirement was met.
Regarding the request for a declaratory judgment on certain breaches of contract by the board of directors, the Federal Court also dismissed the claim. It stated that such claims…