Why choose Swiss law ?
Swiss law provides a coherent and dependable legal order serving commercial actors, international organisations and private clients alike. Built on legal certainty, political stability and a long-standing tradition of pragmatic legislation, it offers clear, predictable and workable solutions across a broad spectrum of economic and private law matters. This includes corporate and commercial law, associations and foundations, succession planning, dispute resolution and contractual relations. Swiss contract law in particular is an attractive choice for domestic and international agreements for a number of reasons:
Flexibility and contractual freedom - Swiss contract law, governed by the Swiss Code of Obligations (SCO), offers a business oriented and flexible framework based on the fundamental principle of freedom of contract (Art. 19 SCO). It grants parties broad autonomy in choosing contract types and terms, with limitations that are rare and narrowly interpreted.
Limited mandatory rules, providing built-in solutions - The SCO contains few mandatory provisions, introduced only to prevent abuse and ensure legal certainty. Most rules are default in nature and apply only where the parties have not agreed otherwise, providing built-in solutions that efficiently fill gaps without requiring contracts to anticipate every possible scenario.
Contract interpretation focused on party intent - Contracts are interpreted primarily by reference to the parties' true intention (Art. 18 SCO), with the contract wording serving as the starting point. Courts seek to uphold and preserve agreements wherever possible, declaring them invalid only in exceptional circumstances. This approach, grounded in nearly 150 years of consistent case law, ensures a high level of legal and economic certainty.
Effective and predictable enforcement - Swiss law offers clear and practical enforcement options. As a rule, a party may require performance of the contract where this remains possible. If performance is delayed or fails, the creditor may terminate the contract and claim damages, allowing disputes to be resolved efficiently. Courts interpret impossibility and hardship narrowly, so parties cannot easily escape their contractual commitments. Even in exceptional circumstances, judges seek to preserve and rebalance the contract rather than set it aside, reinforcing reliability and legal certainty.
Flexibility of form requirements - Most commercial contracts are not subject to any form. The parties remain free to choose from: signature on the same original, originals sent by post or email, agreement by email, etc. In general, Swiss law applies the same principles to all agreements, regardless of technology used. For the few contracts that require written form (i.e. a signature), Swiss law accepts qualified electronic signatures to facilitate remote transactions.
Strict privity of contract and legal personality - Under Swiss law, a contract binds only its parties. While rights may be granted to an identified third party, obligations cannot be imposed on anyone who is not a party to the contract, and third parties cannot interfere in the contractual relationship to derive rights against either contracting party. This principle significantly enhances legal certainty. Swiss law also clearly distinguishes between a company and the individuals who manage or control it. The company alone is responsible for its contractual obligations, which may be extended to shareholders or managers only in exceptional circumstances, under the doctrine of piercing the corporate veil (Durchgriff).
Why choose Geneva?
With an enduring international reputation for stability and impartiality, there are many factors that make Geneva a natural choice: