The Latest Case Law on Swiss Commercial Contracts
Case Law
Share purchase agreement
Under What Conditions can an Option Right be Enforced in a Shareholders Agreement?
In a shareholders’ agreement, an option right was granted to four brothers to keep a family business within the family. It proved useful when the fourth brother decided to grant a third party an emption right.
Employment contract
To Whom Belong the Copyrights on a Software Developed by a University Researcher?
Based on the applicable university regulations, the copyrights on the software developed by a PhD candidate who was working as a researcher/employee at a Swiss public university (the University of Lausanne) within the framework of her employment agreement were found to be owned by the University.
IT contract, Licensing agreement, Software development agreement
Early Termination of a Software Development Agreement: Which Provisions in the General Terms & Conditions of the IT Provider shall be deemed “Unusual” (and thus Unenforceable) and Which Rights related to the Custom Software shall the Client have following Termination?
Two provisions contained in the General Terms & Conditions of a B2B software development agreement were deemed “unusual” (“insolite”) and therefore unenforceable against the corporate client of an IT provider.
Agency agreement, Innominate contracts
Can a long-term subcontract for mail management services be terminated if the main contract is terminated?
The subcontract for mail management services at issue is an innominate contract that consequently cannot be terminated before the end of its term without just cause.
IT contract, Sale of goods
Software in Asset Deals: Buying IP Rights on the Software, Buying Hardware or Buying a (mere) Copy of the Software?
The buyer was entitled to invalidate a sales contract (an asset deal for the sale of a car dealership that included software) for fraud that was committed by the seller (Art. 28 SCO) because the seller had not disclosed to the buyer that it did not own the intellectual property rights on the software but only had a license to use the software granted by a third-party licensor.
Agency agreement, Distribution agreement
“Sole Distributorship and Agency Agreement”: Should Commissions on Sales Made Directly by the Supplier be Paid to the Distributor?
“Sole Distributorship and Agency Agreement” qualified as an exclusive distribution agreement and not as an agency agreement resulting in no sales commissions for the distributor