Action for Damages Seeking the Rescission of an Investment as Termination of a Corporate Relationship

Federal Court of Justice (BGH), Decision of Dec. 10, 2025 – II ZR 129/24 / Vosberg, Till

In its decision of December 10, 2025, (II ZR 129/24), the Federal Court of Justice confirmed that filing a claim for damages seeking the rescission of an investment can also be interpreted as a substantive notice of termination of a corporate relationship.

Anyone who participates in an investment—for example, as an atypical silent partner—and later finds that they were misled or received incorrect advice often faces a procedural problem: According to the principles of the “erroneous partnership” developed by case law, a partnership relationship that has actually been established cannot be retroactively dissolved. A direct claim for repayment of the capital contribution is therefore generally ruled out; rather, such a claim requires that the partnership relationship have been terminated beforehand.

The Second Civil Division clarifies: If an investor files a lawsuit for damages with the aim of rescinding his investment, this constitutes—regardless of the procedural wording of the claim—a substantive notice of termination of the corporate relationship pursuant to § 314 of the German Civil Code (BGB). The filing of the lawsuit itself thus becomes the event triggering the termination.

The decision is consistent with established case law of the Second Civil Division regarding the rescission of defective corporate shareholdings. It provides clarity for investors and their legal counsel: A separate, express notice of termination in addition to the lawsuit is not required—filing the lawsuit is sufficient to terminate the corporate relationship under substantive law and pave the way for a claim for damages.

You can read Till Vosberg's full article in: ZIP 2026, 1766