Dispute over priority of right to press tools
Dispute over priority of right to press tools
The founders and owners of a company sell all their shares to a new owner. However, disputes arise over whether a tool required to run the business belongs to the founders or the company. The founders have paid for the tool and there is no document to prove that it has been handed over to the company. However, given that the tool is referred to as the company’s by the founders in correspondence via e-mail and accounting, the court finds it proven that this is the case. The founders are therefore required to hand over the tool.
The spouses A.L. and C.L. have jointly founded the company ACAB Vattenrening AB (ACAB). A.L. has also invented the water treatment system sold by ACAB and the spouses run the business together and own all shares in the company. ACAB then gets to a point where additional funding is required why the spouses are bringing in more shareholders. After that, the spouses also sell all their shares to a person named J.S. and ACAB changes its name to Diswick stakeholders AB (Diswick). After the transfer of the shares, disagreements arise regarding a press tool which is necessary to run the business. The spouses argue that C.L. paid for the tool personally and that it therefore belongs to her. The reason it has been used within the company is that she has lent it so that it can be used in production. For its part, J.S. claims that the press tool belongs to Diswick. Since the parties cannot agree on the matter, Diswick is bringing an action against the spouses in the District Court with a request that they hand over the tool to the company. If the spouses do not have the tool in their possession, the company claims that they should instead be ordered to pay what it costs to acquire a new tool.
As a preliminary point, it is up to Diswick to substantiate its claim that the tool belongs to it. It is proven that C.L. paid for the tool and there is no transfer document that explicitly proves that it was transferred to the company. However, evidence provided by Diswick in the case shows that A.L. provided information about the business to potential investors through a law firm. In e-mail correspondence with the law firm, A.L. mentions the press tool as part of the business and it also appears that the only assets in the business that do not belong to the company are ‘the laboratory, the store and the warehouse’. Furthermore, ACAB has had the tool insured and included the settlement of the same as a cost item in a calculation. The spouses’ explanation for why the press tool is mentioned as if it were the company’s is that they “did not see any difference between themselves and the company”. The district court does not attach much importance to the explanation but finds it proven that Diswick has better rights to the press tool.
Furthermore, the Court considers Diswick’s claim that the spouses should be ordered to pay for a new tool in the event that they do not possess the old one. The district court states that the price for the purchase of a new tool must be determined in order for the claim to be granted. The parties to the case agree that the spouses purchased the old press tool for SEK 300 000.
However, J.S. claims to have been informed that the production of a new press tool would cost SEK 800 000, but has not provided any evidence that this is the case. In the absence of any evidence to prove that 800 000 is a reasonable sum, the Court considers that it is not in a position to assess the value of a new tool and therefore rejects the claim for possible financial compensation instead of issuing the tool. The spouses appeal to the Court of Appeal, which will hear the case.