The Latest Case Law on Swiss Commercial Contracts
Case Law
Pre-contractual negotiations
Bona fides in negotiating: how disingenuous can one be?
Swiss law provides for a special basis of liability for conduct contrary to the rules of good faith in the context of pre-contractual negotiations. The judgment commented here shows that the more unreasonable the position adopted by a negotiating party, the more difficult it is for that party to successfully claim that the other party who broke off the negotiation is liable.
Share purchase agreement
Simultaneous performance of the parties’ obligations under a Share Purchase Agreement (SPA)
The debtor raising the defense of the simultaneous performance of the parties' obligations must raise it sufficently early in the court proceedings
Joint venture, Share purchase agreement
Shareholders’ dispute regarding a former joint venture: Are today’s partners tomorrow’s enemies?
The interpretation of a shareholders’ agreement in a former joint venture which provided for option rights upon change of control.
Agency, Contract management
Contract management: the risks of not reacting to annotations made by the other party at the time of signing of the contract
Company found contractually liable for the act of an employee as a result of a handwritten statement made by the other party on the contract.
Brokerage contract
Liable for remaining silent: Broker found liable for failing to disclose relevant information which had an impact on the sale of his client’s apartment
A broker was held liable for breach of contractual obligations to his client by failing to disclose relevant information regarding the potential sale of his client’s apartment at a higher price.
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.