Facts
The [X. GmbH] (appellant) and the [YZ. AG] (respondent) are two companies active in the food industry. The appellant is an internationally operating company that, among other things, manufactures and distributes cooled baguettes. The respondent is a public limited company belonging to the [Y.] group.
On 25 September 2006, the appellant concluded a cooperation agreement with [T. GmbH] , Germany, which included a post-contractual non-competition clause. The respondent signed a declaration of consent to this agreement, in which it acknowledged the rights and obligations arising from the agreement.
The appellant claims that the respondent breached the post-contractual non-competition clause by establishing a subsidiary, [U. GmbH] , which manufactures and markets identical cooled baguettes. The appellant requests that the respondent be prohibited from manufacturing and selling such baguettes.
The Commercial Court of the Canton of Zurich dismissed the action, insofar as it was entertained. The appellant lodged an appeal and requests that the judgment be set aside and the matter be remanded to the Commercial Court for reassessment.
Considerations
The Federal Court examines the prerequisites for a judgment on the merits of the appeal and finds that the appeal is admissible. It then addresses the question of whether the respondent, by signing the declaration of consent, assumed the obligation to be liable for a breach of the post-contractual non-competition clause by [U. GmbH] .
The Federal Court finds that the lower court correctly interpreted the declaration of consent and that the respondent did not undertake to be liable for a breach of the post-contractual non-competition clause by [U. GmbH] . It refers to the case law according to which contracts must be interpreted in…