Invalid Mandate and Acknowledgment of Debt by the Law Firm

Facts

- [A. SA] (the Appellant) is a corporation headquartered in Freiburg that invests in companies in the care and healthcare sectors. - [B. AG] (the Respondent) is a law firm headquartered in Zurich that was mandated by the Appellant. - After the resignation of a Board of Directors member, the Appellant's Board of Directors consisted of only two members, which was not permitted by the Articles of Association. - Nevertheless, this Board of Directors granted a mandate to the Respondent and later acknowledged a debt owed to the Respondent. - The Appellant challenged the validity of the mandate and debt acknowledgment.

Considerations

- The Federal Supreme Court held that the Respondent's mandate by the Board of Directors was legally valid, as the Respondent as a law firm was covered by the company's purpose and there was no conflict of interest. - The debt acknowledgment was also deemed valid, as the Board of Directors was capable of passing resolutions despite the…