The Latest Case Law on Swiss Commercial Contracts
Case Law
Sale of goods
No matter what… it’s art!
The duty to inform on a specific feature of an artwork exists only if a seller should assume that this feature might influence the decision of a buyer to conclude a contract or even the conditions under which a contract is concluded.
Share purchase agreement
Fundamental error in the context of M&A transactions: reversing the irreversible?
Rescission with retroactive effect of a share purchase agreement because of a fundamental error.
Agency
Home renovations with a limited budget? Watch out for the quotes and the bills!
A homeowner who entrusts home renovations to an architect must clearly indicate if he wants a binding cost limit. Otherwise, the architect will only be liable for exceeding the cost estimate if the estimate was flawed or exceeded more than 10%.
Pre-contractual negotiations
Bona fides in negotiating: how disingenuous can one be?
Swiss law provides for a special basis of liability for conduct contrary to the rules of good faith in the context of pre-contractual negotiations. The more unreasonable the position adopted by a negotiating party, the more difficult it is for that party to successfully claim that the other party who broke off the negotiation is liable.
Share purchase agreement
Simultaneous performance of the parties’ obligations under a Share Purchase Agreement (SPA)
The debtor raising the defense of the simultaneous performance of the parties' obligations must raise it sufficently early in the court proceedings.
Joint venture, Share purchase agreement
Shareholders’ dispute regarding a former joint venture: Are today’s partners tomorrow’s enemies?
The interpretation of a shareholders’ agreement in a former joint venture which provided for option rights upon change of control.