Contracts in English under Swiss law

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Many contracts concluded by Zug companies are drafted in English and governed by Swiss law. This combination is common in international business, but it raises particular questions. English contract drafting is shaped by the common law, which relies on detailed definitions, representations and warranties, indemnities and boilerplate clauses that have been developed in response to the case law of English and American courts. Swiss contract law is codified in the Code of Obligations and relies on general principles, such as good faith, the interpretation of contracts according to the real intention of the parties and default rules on warranties and damages.¹

A contract drafted in the common law style and governed by Swiss law may produce unexpected results. A Swiss court will interpret the English terms in the light of Swiss law and may give them a meaning different from the one they would have in English law. Common law concepts such as "consideration", "condition precedent", "best endeavours" or "liquidated damages" have no exact equivalents in Swiss law and must be interpreted by reference to the parties' intentions and to the closest Swiss concepts. Exclusions of liability that are valid under English law may be void under Swiss law if they exclude liability for gross negligence or intent.² Advisers who draft contracts in English under Swiss law must therefore adapt the common law style to the Swiss framework.

The author's experience as a solicitor in England and Wales and in Hong Kong, and as a lawyer admitted in Germany and Switzerland, confirms that the combination of English drafting and Swiss law works well if the drafters understand both systems. The best contracts use English as the language and Swiss law as the substance, with definitions and clauses designed for the Swiss framework. The worst contracts transplant English precedents into a Swiss-law contract without adaptation and leave the courts or arbitral tribunals to sort out the consequences.

Notes

Art. 18 para. 1 OR, German and English text on droit-bilingue.ch: in assessing the form and terms of a contract, the true and common intention of the parties must be ascertained without dwelling on any inexact expressions or designations. ↩
Art. 100 para. 1 OR, German and English text on droit-bilingue.ch: any agreement purporting to exclude liability for unlawful intent or gross negligence in advance is void. ↩

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of September 2025.

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Dr Alexander Ressos, TEP

Rechtsanwalt/Attorney-at-Law

I am a Swiss attorney-at-law and also admitted as a solicitor in Hong Kong and in England & Wales, with almost 25 years of experience.

Together with my multilingual team, including Chinese, Japanese, Korean, Russian, Ukrainian and French native speakers, I advise companies and their owners from around the world on the full range of banking, corporate, commercial and tax law matters in Switzerland, including international tax planning, fiduciary services, and legal family office services including immigration & relocation or real estate investments. My practice has a particular focus on clients from growth and frontier markets in Greater China, Central Asia and the Caucasus, the rest of Asia, the Middle East, Africa and Latin America, and I equally advise clients from Europe and North America. Through an affiliated Swiss trust company, we also take care of the incorporation and ongoing administration of their companies and other structures, including accounting, tax returns and corporate secretarial services, and I serve as a professional director where required. With the support of a network of first-class cooperation partners, I also implement solutions worldwide.

My approach is to act as a trusted advisor who works directly with decision-makers, on an equal footing: I start from what you want to achieve and shape every structure, contract and tax decision around your commercial goals and how it improves your after-tax return. As “lawyers who make it happen”, my team and I stay involved until your company is set up, your structure is in place and your transaction has closed, and we remain available for any follow-on work that may be required. You benefit from bespoke solutions and personal attention, and sound, friendly and practical advice. We are not the lowest-cost provider in the market, nor do we intend to be; our aim is to deliver well-founded, proper solutions and excellent value for money.

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Contracts in English under Swiss law

Notes

Setting up or expanding in Switzerland?