Archives des contract interpretation

Risk Transfer under the CISG for Gold (allegedly) Stolen in Ghana

The Federal Supreme Court clarifies the conditions for risk transfer under the CISG and joint liability under the SCO. The Court confirms that when it comes to sales contracts involving transportation of goods, risk remains with the seller until the goods have been delivered to the carrier, and that joint liability can be established through contractual form as well as subsequent conduct.

By Maxime Francis|2025-03-21T14:04:15+01:0021 March 2025|Categories: Sale of goods|Tags: Bringschuld, burden of proof, CISG, commercial documentation, contract interpretation, contract termination, DDP, delivery obligation, DPU, gold shipment, Incoterms, international trade, joint liability, loan conversion, novation, personal liability, reimbursement claim, risk transfer, solidary obligation, stolen goods, Swiss Code of Obligations, Versendungskauf|0 Comments

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.

By Malak El Addal|2023-10-04T17:20:10+02:0019 October 2022|Categories: Brokerage contract, M&A agreement|Tags: Breach of contract, Brokerage, Compensation, contract interpretation, Dispositive law, Exclusivity, Exclusivity clause, Fulfilment of the condition, Gap filling, Hypothetical will, Objective will, Prevention in bad faith, SCO Art. 156, SCO Art. 18, SCO Art. 412, SCO Art. 413, SCO Art. 97, SCO Art. 98, Subjective will, Success fee; Causal link|0 Comments

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?

By Michael Kottmann|2023-10-04T17:24:53+02:0028 June 2022|Categories: Share purchase agreement|Tags: contract interpretation, promise of performance, promise of security, SCO 18, Share purchase agreement, subjective interpretation|0 Comments