Facts
On 20/29 January 2009, [A. AG] (the Client) and [B. AG] (the Contractor) concluded a contract for plastering work on the construction of 13 single-family homes. The Client refused to review the final invoice of CHF 125,004.55 submitted by the Contractor. The Commercial Court of the Canton of Aargau ordered the Contractor to pay the Client CHF 128,900.95, on the condition that the Client adjusts the guarantee of the bank [C. AG] dated 13 May 2014 to this amount.Considerations
The Federal Supreme Court held that the lower court correctly qualified the party agreement as a lump-sum contract. The Client's refusal to review the final invoice was considered an abuse of rights within the meaning of Art. 2(2) CC. The Client should have raised specific complaints about defects, which it failed to do. The guarantee was considered to be in…