Facts
In 1949, Meierhofer, chairman of the board of directors and main shareholder of the company Buchdruckerei Weinfelden AG, hired Mühlemann as the director of this company. Over the years, Mühlemann granted various advances to his employer, whose business never really thrived. On 24 February 1955, he had six claims totalling approximately 60,500 francs assigned to him. This assignment, signed by the authorized representative Bisig, was intended to "secure all present and future rights" of Mühlemann against the assignor company and was carried out "as payment" within the meaning of Art. 172 CO.
On 29 March 1955, Mühlemann was dismissed with immediate effect. The day before, Buchdruckerei Weinfelden AG, represented by Meierhofer, had informed certain assignees that it was revoking the assignment to Mühlemann, which had been obtained improperly.
On 30 March 1957, Buchdruckerei Weinfelden AG filed an action against Mühlemann to have the assignment of 24 February 1955 declared null and void (case I). On 17 May 1957, Mühlemann in turn filed an action against the company, requesting, among other things, that it be ordered to pay him 33,252.25 francs (case II).
On 13 April 1959, Buchdruckerei Weinfelden AG went bankrupt. The bankruptcy estate continued the proceedings.
Considerations
According to the case law of the FC, the fact that a representative concludes a contract with himself is in principle unlawful, unless he has been specially authorised to do so or if, due to the nature of the matter, there is no risk of disadvantage for the represented…