Facts
The Swiss Health Insurance Company for the Construction and Timber Industries, as well as 16 other parties, filed a liability action against the board of directors of Zumbrunn AG, which went bankrupt in 1977. The action also targeted four representatives of the Swiss Cantonal Bank (SBV), who had played a decisive role in the management of the company. These four representatives contested their liability, arguing that they were not corporate bodies within the meaning of Art. 754 CO. The Cantonal Court rejected their argument and recognized their liability as "de facto directors". They then appealed against this decision.Considerations
The Federal Tribunal upheld the judgment of the Cantonal Court. According to case law, persons who actually make decisions reserved for corporate bodies or take charge of the management itself, thus participating decisively in the formation of the company's will, are also considered to be in charge of the administration or management. This was the case for the SBV representatives, who had obtained a minority stake in the capital of Zumbrunn AG and thus ensured a decisive influence on its management, even though they were not formally members of the board of directors.
The fact that…