Facts
This case concerns the sale of a chalet in Crans-sur-Sierre belonging to the Villa Construction Company, of which Mr. Dobrski was the sole shareholder. Real estate broker Mr. Chamay initiated negotiations with the Skofic spouses for the sale of the chalet at a price of 700,000 Swiss francs. Although Dobrski had initially given his in-principle agreement to the sale, he subsequently made the transfer of shares conditional on the resolution of several points, including the date of possession, the buyback of the furniture, and tax issues. The Skofic spouses then sued Dobrski in court to force him to hand over the company's shares to them.
Considerations
The Geneva Court of Justice ordered Dobrski to hand over the shares to the Skofic spouses, considering that even if he had not given Chamay the power to represent him to conclude the sale, he had nevertheless ratified the contract concluded by Chamay on his behalf in accordance with Art. 38(2) CO.
However, the Federal Tribunal considers that ratification did not take place in this case. Dobrski did not give a pure and simple ratification of the contract concluded by Chamay, but made his…