The Latest Case Law on Swiss Commercial Contracts
Case Law
Sale of immovable property
Selling by mistake: good faith as an impediment to avoiding the contract
A Seller who fails to clarify a point of essence and mention it to the Buyer(s) prior to concluding a contract cannot rely on its mistake in order to avoid the contract or to refuse its performance.
Agency
Smoke on the characterization of the contract
The difference between a Contract for Work and Services and a Simple Agency Contract, and its impact on the calculation of damages.
Freight forwarder contract
The limits of unilateral choice of forum clauses
A forum selection clause unilaterally inserted by a party into an email or invoice is ineffective if there is no express acceptance by the other party.
Brokerage contract, M&A agreement
Breach of an exclusivity obligation in a M&A advisory contract: no liability?
Consequences of a client breaching the exclusivity obligation in a Merger and Acquisition advisory contract that provides for a success fee for the broker.
Distribution agreement
Unsuccessful claims of a former distributor: no indemnity for goodwill and no set-off of counterclaims
Valid contractual waiver of set-off and no goodwill indemnity because the distribution contract was not exclusive.
Agency, Representation
A party acting as a representative once, may not be a representative twice.
In the absence of a validly conferred power of attorney, the principal shall only be bound if the third party can rely on its own legitimate representation of the situation.