The Latest Case Law on Swiss Commercial Contracts
Case Law
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The existence of good cause denied in unilateral termination of a long-term IT contract, despite claims of outdated equipment, repeated technical issues and poor maintenance services.
De facto contract, Self-contracting
Contract for the chairman of a listed company: how to manage a conflict of interests?
A stock corporation whose board of directors is reduced to two members due to a dispute among shareholders cannot validly enter into a contract of mandate (director) and employment (manager) with the chairman of the board without violating the prohibition of self-contracting.
Share purchase agreement
How long shall the seller be liable?
Liability of the seller for third party litigation in a Share Purchase Agreement: is the time limit applicable only to the bank guarantee or also to the indemnification obligation of the seller?