Facts

The dispute opposes X. AG in liquidation (the plaintiff) to bank Y. (the defendant) regarding the pledge of listed shares and the pledgee's appropriation of the pledged object. The parties concluded a pledge agreement, which stipulated that the defendant was authorized to valorize the pledged shares in a stock exchange or free manner. The plaintiff contested the interpretation of the contract by the commercial court, which considered that the defendant was also authorized to substitute itself for the plaintiff for the valorization of the shares.

The key facts are as follows

  • The plaintiff and the defendant concluded a pledge agreement on [date], which authorized the defendant to valorize the pledged shares.
  • The defendant valorized the shares at a determined price, which the plaintiff contested.
  • The commercial court considered that the defendant was authorized to substitute itself for the plaintiff for the valorization of the shares, which the plaintiff contested on appeal.

Considerations

The Federal Court examined the interpretation of the pledge agreement and considered that the defendant was indeed authorized to substitute itself for the plaintiff for the valorization of the shares. The Court considered that the pledge agreement authorized the defendant to valorize the shares in a stock exchange or free manner, and that this authorization implied the possibility of substituting itself for the plaintiff.

The Court also examined the question of whether the pledgee's appropriation of the pledged object was admissible in light of the legal prohibition of the commissory pact. The Court considered that the prohibition of the commissory pact aimed to prevent the exploitation of the debtor by the creditor, but that in the present case, the…