Decision on a Brokerage Contract

Facts

[X. AG] (the Appellant) became the legal successor of the former [X. AG] . On 22 September 2000, [A.] (the Respondent) concluded a contract designated as a "Brokerage Mandate" with the former [X. AG] . The Respondent undertook to search for investors or buyers for the "Systems" division of the Appellant. On 28 July 2001, the Respondent concluded an identical "Brokerage Mandate" as well as a confidentiality obligation with [Z. AG] . After the sale of the "Systems" division by the Appellant to [Z. AG] , the Respondent received a commission of EUR 27,000.-- from [Z. AG] . The Appellant sued for a higher commission.

Considerations

The Federal Court held that the lower court was right to assume the valid conclusion of the "Brokerage Mandate" of 22 September 2000. Even though it was only signed by the jointly authorised signatory [B.] , the also jointly authorised signatory [C.] later took actions that could be interpreted as subsequent ratification of the contract by the Appellant. Furthermore, the Respondent could have relied on the Appellant's conduct that the…