Case Law

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The existence of good cause denied in unilateral termination of a long-term IT contract, despite claims of outdated equipment, repeated technical issues and poor maintenance services.

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.

No matter what… it’s art!

The duty to inform on a specific feature of an artwork exists only if a seller should assume that this feature might influence the decision of a buyer to conclude a contract or even the conditions under which a contract is concluded.

Home renovations with a limited budget? Watch out for the quotes and the bills!

A homeowner who entrusts home renovations to an architect must clearly indicate if he wants a binding cost limit. Otherwise, the architect will only be liable for exceeding the cost estimate if the estimate was flawed or exceeded more than 10%.

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 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.

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.

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.

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.

Buyer beware… of the goods description

Agreed qualities and good faith expectations of the Buyer in the sale of goods that can be used for multiple purposes.

Obligation of a contracting party to act against its own interests?

The general principle of good faith does not establish an ancillary obligation requiring the seller in a real estate transaction to act against his or her own interests or prevent the buyer from needing to pay tax on the sale.

Termination and set-off of a loan agreement: who, when and how?

Termination of a loan agreement and conditions of set-off in case of assignment of the claim.

Arbitration or state courts? The material limits of an arbitration clause that concerns the interpretation and application of a contract

Legal proceedings initiated in order to enforce a loan contract fell outside the (narrow) scope of an arbitration clause that was limited to the interpretation and application of the relevant agreement.