Entries by Daniel Meier-Greve

Overview: Law on general terms and conditions (GTC)

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General terms and conditions (GTC) affect everyone: whether commercial enterprises, which try to make their respective GTC the basis of the business relationship in their business dealings with each other, or private individuals, who are confronted with GTC in every situation in life – for example when boarding public transport, shopping on eBay or amazon or even when entering a department store. The importance of general terms and conditions is therefore immense.

Landmark ruling by the BGH on the law of company acquisitions (judgment of September 26, 2018, case no. VIII ZR 187/17, reasons for judgment pending):

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The purchase of shares is a legal purchase to which the rules on liability for material defects generally do not apply. An exception only applies if the object of purchase is the entire company or, in the case of the purchase of shares, (almost) all shares. Contrary to a long-standing misconception in legal literature and the courts of lower instances, it is not sufficient if the purchaser holds all or almost all of the shares in a company as a result of the transaction.

Courts must generally comply with their so-called duty to provide information (Section 139 ZPO) before the oral hearing! – BGH ruling from 11.4.2018 (case no. VII ZR 177/17)

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Unfortunately, it is common practice in civil proceedings for the courts to only issue instructions to the parties during the oral hearing. The BGH dealt with the consequences of this practice in a practice-relevant decision dated 11.4.2018 (case no. VII ZR 177/17).