Facts
The Cooperative [X.] was founded in 1983 and had 8-12 members in the early years. Over time, however, the number of members continuously declined, until it finally comprised only 4 members. The two plaintiffs [B.] and [C.] then applied for the dissolution of the cooperative. The District Court of Winterthur granted the claim and ordered the dissolution and liquidation of the cooperative. The cooperative appealed to the Cantonal Court of Zurich, which confirmed the dissolution. The present appeal is directed against this judgment to the Federal Supreme Court.Considerations
The Federal Supreme Court dismisses the appeal. It states that for cooperatives under the CO, the participation of at least seven members is a constitutive element. If the number of members falls below this threshold, there is not only an organizational defect, but the cooperative as such no longer exists materially. In this case, according to Art. 731b para. 1 CO, only the possibilities of setting a deadline for the restoration of the lawful state or the dissolution of the company come into consideration. Since a deadline would obviously be futile here, the lower court was entitled to order the…