Liability of the parent company in a group of companies

Facts

The company Musikvertrieb AG brought an action against Motor-Columbus AG, seeking compensation for damages suffered due to the failure of the computer system of the distribution center 'Dispodrom'. Musikvertrieb AG alleged that the directors of EOP/Infocall AG, a subsidiary of Telecolumbus AG, which is itself a subsidiary of Motor-Columbus AG, had acted unlawfully by not taking necessary measures to prevent computer problems.

The commercial court of the canton of Aargau dismissed Musikvertrieb AG's claim, considering that Motor-Columbus AG was not responsible for the actions of its subsidiaries. Musikvertrieb AG appealed this decision to the Federal Court.

Considerations

The Federal Court examined the conditions for the liability of the parent company in a group of companies. It considered that the liability of the parent company assumes that the incriminated acts are unlawful or, at the very least, contrary to morals. The Court also examined the conditions for liability for omission, considering that the unlawfulness of the omission does not result from the general principle relating to the creation of a dangerous situation, nor from Article 2 of the Swiss CC.

The Court also examined the issue of trust in the behavior of the parent company, considering that trust assumes behavior by the parent company that is likely to raise sufficiently…