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German Federal Supreme Court

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Bundesgerichtshof, judgment of March 5, 2013 – in its judgment of March 5, 2103 the question dealing with II ZR 252/11 which had German Federal Supreme Court in Karlsruhe, under what conditions is a prospectus as complete. This is according to the BGH not isolated on particular circumstances or statements in the prospectus, but on the overall picture, that conveyed the investors, after careful and attentive reading through this brochure. The applicant drew shares in closed-end real estate fund, which was organized in the form of a civil law (GbR) in 1993 on the basis of the emission prospectus. In the prospectus is the responsibility, inter alia, that the shareholders of the GbR to creditors are liable, “first” but the land owned by the real estate funds should be recycled. For the financing of the project, the GbR recorded loans were secured by land charges. In the loan agreements with the issuing banks was the personal responsibility of stockholders in agreed to a height corresponding to their participation in the company’s assets.

Due to financing difficulties, in 2009 the Fund real estate sold and liquidated the company. The plaintiff paid 15,000 euros a share of loss on him deleted 68,000 euros, as well as in the year 2010 once again. The plaintiff demands compensation according to the principles of liability for the prospectus from one of the founding shareholders. This claim is supported on a faulty after plaintiff lecture prospectus, because the liability of investors had been inaccurate. So will create the impression in the prospectus, investors are only secondarily liable. Also will that the liability of investors for loans is fixed and does not reduce in part payment of the company informed on insufficient. The Court of appeal has accepted a claim for damages from liability for the prospectus in the broader sense. A prospectus liability in the broader sense is the liability of professional groups, which include a special confidence of its customers and in particular for wear with wealth of concern.

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