The Latest Case Law on Swiss Commercial Contracts
Case Law
Brokerage contract
Are broker fees on a real estate transaction conditional on a minimum sale price?
A contract for the renovation and sale of a property by an architect stated that the sale price “could” fall within a specified range. This clause, when properly interpreted, did not make the architect’s entitlement to fees contingent on achieving a minimum sale price.
Insurance agreement
Cyberinsurance Coverage for Ransomware Payments vs US Sanctions Regulations
An insurance company did not have the right to refuse to pay its insured client, a victim of a cyberattack who had made a ransomware payment, even if it claimed that its obligation to reimburse the ransomware payment would expose it to US sanctions.
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.