Facts
In 1981, S. was the majority shareholder of the company S. AG. He concluded a contract with I. for the sale of shares, accompanied by various purchase and redemption rights. In 2986, I. exercised his right to purchase 148 registered shares. S. then refused to execute the contract, citing a fundamental error regarding I.'s capabilities as a director. The cantonal court dismissed I.'s claim. The Federal Tribunal ultimately upheld I.'s appeal and granted his claim.Considerations
The Federal Tribunal considers that the error invoked by the defendant does not constitute an error on an essential element of the contract within the meaning of Art. 24 para. 1 no. 4 CO. Indeed, the fact that a person appointed to a position proves to be suitable or not to exercise it cannot be considered a certain future event, but always involves an element of uncertainty. The defendant's error therefore does not relate to an essential element of the contract, but rather to a mere disappointment regarding the expectations and hopes placed in I.'s appointment, which cannot justify the cancellation of the contract.
Even if it is considered that the error relates to a present and not future situation, namely the already existing but not yet revealed unsuitability of I., this circumstance cannot be considered an essential element of the contract either, since the possibility that the candidate might not be perfectly suited to all tasks should have…