In the due diligence process prior to the purchase, the sellers set up a room in which all documents relating to the company - in this case the property - are made available to the buyer. The seller's liability is then practically excluded in the company purchase agreement (in this case the property purchase agreement) and the information in the data room is also limited. Whereas before general digitization there was actually a ‘room’ full of folders, today a link is meant with access to a virtual folder in which all documents are stored.

The Federal Court of Justice has now ruled that even the possibility for the buyer to obtain knowledge (from the data room) himself does not exclude the seller's obligation to disclose material circumstances that are recognisably important for the conclusion of the purchase. In the case in question, the seller had only uploaded the minutes of an owners' meeting to the data room shortly before the purchase agreement was concluded. He could therefore not have expected the buyer to take note of them. The buyer's challenge to the purchase agreement was successful.