This chapter explores why Swiss law is very frequently chosen as the law applicable to international commercial contracts. This chapter reviews the statistics of the ICC and the Swiss Arbitration Centre as well as surveys carried out of international commercial actors confirming that Swiss law is one of the most popular laws chosen to govern the parties’ contract. This chapter then goes on to analyse the reasons cited for the popularity of Swiss law as the law governing the parties’ contract, namely the parties’ freedom to agree on the rights and obligations in their contractual relationship, the perceived neutrality of Swiss contract law, the suitability of Swiss law to cross-cultural relationships, its commonalities with laws of several Civil law jurisdictions, namely French and German law, the fact that the Swiss Code of Obligations is concise and easily accessible and the attractiveness of Switzerland as a seat of arbitration.

This chapter examines the contract for work and services which is governed by Articles 363–379 of the Swiss Code of Obligations. This chapter commences with the sources of this contract, its characteristic elements, its delimitations with other contracts as well as the diverse forms of this contract. This chapter then moves on to discuss the formation of the contract for work and services before discussing in detail the obligations of the contractor, namely the obligation to carry out and deliver the agreed work and the duty of diligent performance and other ancillary obligations, the contractor’s non-fulfilment of these obligations as well as the client’s obligation to pay the price. In this context, the contractor’s warranty of conformity is analysed in detail. Finally, this chapter explores the end of the contract for work and services either due to the client’s right to withdraw or subsequent impossibility.

This chapter provides an introduction to Swiss contract law. It discusses the Code of Obligations as the main source of law, the fundamental principles of Swiss contract law, the notion of an obligation as the effect of the contract, the formation of contracts, including pre-contractual liability, as well as the notions of offer and acceptance. This chapter then turns to the principles applicable to the interpretation of contracts and the principles governing the validity of contracts. This chapter further discusses the notion of agency, general terms and conditions as well as the various categories of contracts found under Swiss law. This chapter moreover explores the significant issues of the performance of the contract and breach of contract. Finally, this chapter analyses the extinguishment of obligations as well as the concepts of the assignment of a claim and the assumption of debt.

This chapter explores innominate contracts in general under Swiss law, namely those contracts which are not subject to any specific regulation by statute. This chapter discusses the delimitation of innominate contracts with respect to other contracts, namely mixed contracts, nominate contracts with atypical elements and compound contracts as well as the different types of innominate contracts found under Swiss law including mixed contracts and sui generis contracts. This chapter further analyses how the statutory law is applied to such contracts.

This chapter examines the contract of sale which is governed by Articles 184–236 of the Swiss Code of Obligations. This chapter commences with the sources of this contract, its definition and characteristic elements, as well as the various types of this contract. This chapter then moves on to discuss the formation of the contract of sale before discussing in detail the obligations of the seller, namely the obligation to deliver the object and to transfer ownership to the buyer, and the buyer’s obligation to pay the price. This chapter further explores the non-performance of the buyer’s and seller’s obligations as well as the passing of risk with particular emphasis on the seller’s warranty of title and warranty of conformity. This chapter finally focuses on the sale of real property as well as how international sales contracts are dealt with under Swiss law.

This chapter examines the licence agreement, namely the contract by which the licensor undertakes to grant to the licensee the entitlement to use a right or intangible property in return for an undertaking by the licensee to pay a fee. This chapter firstly explores the notion of the licence agreement and its functions before examining its forms, legal nature and delimitations with other contracts found under Swiss law. This chapter secondly analyses the conclusion of the licence agreement and examines, in detail, the obligations of the licensor and licensee. Finally, this chapter explores the non-performance of the licence agreement and examines in turn the default of the licensor and the default of the licensee as well as the scenario of a lack of conformity. Finally, this chapter examines the end of the licence agreement by ordinary or extraordinary termination as well as the consequences of the end of the contract.

This chapter examines the settlement agreement, namely the contract by which the parties put an end to a dispute or to an uncertainty in which they find themselves concerning a legal relationship by reciprocal concessions. This chapter firstly explores the notion of a settlement agreement and its functions before examining the various types of settlement agreement. This chapter secondly analyses the legal nature of the settlement agreement before turning to its delimitations with other institutions found under Swiss law. This chapter then moves on to the conclusion of the settlement agreement and analyses, in particular, the applicable formal requirements, the settlement negotiations, the effects on joint and several debtors as well as the invalidation of the settlement agreement due to lack of consent notably for unfair advantage and fundamental mistake. Finally, this chapter examines the end of the settlement agreement.

This chapter examines the commercial agency contract which is governed by Articles 418a–v of the Code of Obligations starting with the sources and characteristics of this contract as well as the delimitations with other contracts and the various types of agents found under Swiss law. This chapter then moves on to the conclusion of the commercial agency contract and analyses in detail the obligations of the commercial agent and the principal. This includes the agent’s obligation to negotiate or conclude contracts, duty of care, obligation of loyalty, liability for the proper performance of the contract by the customer and obligation to return and the principal’s general duty to assist the commercial agent, obligation to pay and other pecuniary duties. Finally, this chapter explores the end of the commercial agency contract including both ordinary and extraordinary causes of termination as well as the winding up of the contract.

This chapter provides an introduction to Swiss law in general by firstly addressing the Federal structure of Switzerland including the three different levels of government and the legislative, executive and judicial branches of the Swiss Confederation. This chapter then goes to describe the judicial system in Switzerland, focusing on the Federal and Cantonal courts and the manner in which Civil law disputes are dealt with in Switzerland. This chapter thereafter explores the sources of law in the Swiss legal system, namely statutory legal sources, case law and legal doctrine