The Latest Case Law on Swiss Commercial Contracts
Case Law
Cooperation agreement, Forum clause
Conflicting choice of forum clauses contained in a contract and its general terms and conditions: which clause prevails?
A choice of forum clause contained in the contract itself prevails over conflicting clauses contained in the parties’ general terms and conditions.
Sale of goods
Buyer beware… of the goods description
Agreed qualities and good faith expectations of the Buyer in the sale of goods that can be used for multiple purposes.
Ancillary obligations, Real estate sale agreement
Obligation of a contracting party to act against its own interests?
The general principle of good faith does not establish an ancillary obligation requiring the seller in a real estate transaction to act against his or her own interests or prevent the buyer from needing to pay tax on the sale
Loan agreement
Termination and set-off of a loan agreement: who, when and how?
Termination of a loan agreement and conditions of set-off in case of assignment of the claim.
Share purchase agreement
SPAs and post-closing price adjustments: missed deadlines are not always costly
Interpretation of a share purchase agreement.
Arbitration, Loan agreement
Arbitration or state courts? The material limits of an arbitration clause that concerns the interpretation and application of a contract
Legal proceedings initiated in order to enforce a loan contract fell outside the (narrow) scope of an arbitration clause that was limited to the interpretation and application of the relevant agreement.