The Latest Case Law on Swiss Commercial Contracts
Case Law
Lease agreement
Ambiguous Termination Clause in a Commercial Lease: Does the Rule in dubio contra stipulatorem Also Apply to the Successor of the Original Drafter?
The Federal Supreme Court applied the rule in dubio contra stipulatorem against a party that had not drafted the disputed termination clause in a commercial lease, on the sole ground that it had assumed the contractual position of the original drafter.
Share purchase agreement
Does the failure to fulfil a condition precedent result in the lapse of an entire Share Purchase Agreement?
In a dispute concerning a share purchase agreement and the interpretation of a condition precedent, the Federal Supreme Court held that the failure to obtain a building permit, stipulated as a condition precedent for payment of the final installment, led to the entire Share Purchase Agreement being void.
Real estate sale
Defect Disputes Reframed: Silence Is Not an Option
This Federal Supreme Court decision highlights the importance for the buyer to meet its burden of proving timely notice of defects and for the seller to avoid a tacit waiver of its right to invoke late notice.
Insurance agreement
Direct action against the liability insurer denied for pre-2022 insurance contracts
Following its interpretation of the transitional provision set out in art. 103a of the Swiss Federal act on Insurance Contracts (SICA), the Federal Supreme Court held that the direct right of action introduced by art. 60 para.
Distribution agreement
Liquidated Damages Awarded for Breach of an Exclusivity Obligation under an Exclusive Supply Agreement
Following the acquisition of manufacturing capacity within its group, a client ceased purchasing hearing-aid batteries from its exclusive supplier and instead sourced the products from group companies. This conduct was held to constitute a breach of contract, and the supplier was awarded liquidated damages that were contractually agreed.
Real estate sale agreement
Does Broadening Permitted Land Uses Constitute ‘Rezoning’ under Swiss Law?
In this decision, the Swiss Federal Supreme Court ruled that a broadening of permitted land uses qualified as “rezoning” under an earn-out clause in a property sale.