The Latest Case Law on Swiss Commercial Contracts
Case Law
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.
IT contract, Service Level Agreement (SLA)
Unilateral termination of a long-term IT contract: when is good cause not good enough?
The existence of good cause denied in unilateral termination of a long-term IT contract, despite claims of outdated equipment, repeated technical issues and poor maintenance services.