Facts
The dispute opposes D. AG to L. and Z., two computer experts, who brought an action for payment of license fees against their contractual partner, D. AG, before the Commercial Court of Zurich. The court granted their request on October 25, 1991. The defendant filed an appeal against this judgment, which was dismissed.
The facts of the case are as follows: L. and Z. concluded a software license contract with D. AG. They then brought an action for payment of license fees against D. AG, which was accepted by the Commercial Court of Zurich. D. AG filed an appeal against this judgment, contesting the subjective interpretation of the contract by the cantonal court.
Considerations
The decision of the Federal Court concerns the subjective interpretation of contracts in the appeal procedure. The Federal Court recalled that the subjective interpretation of a contract consists in determining the actual will of the parties, in accordance with Article 18 paragraph 1 of the Code of Obligations (CO). When the cantonal judge has established the actual will of the parties on the basis of evidence, an examination of this finding is excluded in the appeal procedure, subject to the exceptions provided for in Articles 63 paragraph 2 and 64 of the Federal Law on Judicial Organization (LOJ).
The Federal Court also recalled that the appeal procedure is not intended to control the finding of facts by the cantonal judge, but only to verify the application of federal law. The finding of facts, including the subjective interpretation of contracts, is therefore in principle excluded from the control of the Federal Court, except in cases where the exceptions provided for by law are applicable.
The Federal Court further emphasized that the distinction between objective and subjective interpretation of contracts is important in the appeal procedure. The objective interpretation of contracts, which consists in determining the objective meaning of the…