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.
In this case, the Federal Supreme Court confirmed the mandatory nature of Art. 263 SCO: parties to a lease agreement cannot agree on more stringent conditions for a commercial lease transfer than those provided by the law.
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.
