Facts
The public limited company Joh. Lerch A.-G. has articles of association that subject any transfer of shares to the approval of the general meeting. The plaintiff, a shareholder, sold 30 shares to the defendant in 1952, with a right of redemption. When the plaintiff wanted to exercise this right of redemption in 1953, the general meeting refused to approve the transfer. The plaintiff then demanded that the defendant transfer the ownership of these 30 shares to him.Considerations
The Federal Court ruled that registered shares must be considered as negotiable instruments. Thus, the refusal of the general meeting to approve the transfer only prevents the transfer of the membership rights, but not the transfer of the ownership of the shares and the associated property rights. The Court considered that the contract between the parties contained a gap regarding the consequences of the refusal of approval, a gap that the judge…