Officiële Toelichting

Companies A and B have borrowed EUR 10,000,000 from bank X to finance the acquisition of stock in another company. A's and B's shares are in principle equal. If A has reimbursed the full amount to X, it can claim contribution from B for the amount in excess of A's own share of 50 %, i.e. EUR 5,000,000.

The facts are the same as in Illustration 1, except that A and B have agreed that their respective participations in the acquisition would be 75% and 25%. If A has ultimately to bear 75% of the reimbursement, A can only recuperate the excess, i.e. B's share of EUR 2,500,000.

Company A applies for a loan of EUR 10,000,000 from bank X. The loan is granted on the condition that company B intervene as a joint and several obligor. As between the two companies, it is understood that B only serves as a guarantor. A's share is 100 %. If B has repaid the loan to X, B can claim full reimbursement from A.

Investors A, B and C have joined efforts to buy an office building. The total price amounts to USD 1,000,000 but the respective agreed shares are 50%, 30% and 20%. The seller is entitled to request payment of USD 1,000,000 from any of the obligors but it can only recover USD 650,000 from A; the seller then recovers the remaining USD 350,000 from B. A has paid USD 150,000 in excess of its share of USD 500,000; B has paid USD 50,000 in excess of its share of USD 300,000. C's share, on the other hand, is totally unpaid. A and B will respectively have contributory claims of USD 150,000 and USD 50,000 against C.