Facts
On 22 April 1965, C., his two sons B. and D., and his son-in-law E. founded X. AG. The four founding shareholders also formed the Board of Directors of the company. On the same day, the four founders and Board members individually concluded employment contracts with the company under formation for their activities as members of the active management. In these contracts, the company guaranteed the Board members, in addition to a monthly salary, lifelong pensions as well as widows' and orphans' pensions. Addenda dated 26 July 1975 increased the remuneration. X. AG fulfilled the wage and pension payments until the end of 1996, but then discontinued them based on a Board resolution. The affected Board members A., B. and E. initiated debt collection proceedings for the outstanding pensions, whereupon X. AG filed actions for annulment.
Considerations
The Federal Court confirmed that the retirement and widows' pensions guaranteed in the contracts, to the extent that they exceeded the market standard, are to be qualified as founder's advantages within the meaning of Art. 628 para. 3 aOR. Since these founder's advantages were not listed in…