Lawyer Monthly - April 2022

ince our last interview with you, have you observed any trends in contractual parties from different countries choosing to apply Swiss substantive law to their commercial contracts? The choice of Swiss substantive law remains a very popular choice in international commercial contracts (B2B), regardless of the origin of the parties. In ICC arbitration, it is traditionally the most frequently selected governing law from among all civil law countries. For the sake of completeness, it should be noted that in B2C contracts (unlike in B2B contracts) the parties can only choose the applicable law within narrow limits. Why do international parties choose Swiss substantive law as the applicable law for a commercial contract? There are many reasons. Besides being perceived as a “neutral” legal system, Swiss substantive law is popular with users around the world for its stability and business-friendliness, the latter also reflected by extensive party autonomy that allows the parties to contractually regulate nearly all aspects of their relationship (with regard to liability, see below). Swiss law is codified law and thus more easily accessible than legal systems based on case law. Swiss statutes are deliberately worded in an understandable language for lawyers and non-lawyers. Federal laws are published on the Swiss government website in the three official languages (German, French and Italian) and sometimes an unofficial English translation is provided as well. Moreover, given the fact that fewer special laws exist compared to other countries, it is easier to keep on top of the applicable rules. Furthermore, Swiss substantive law is EXPERT INSIGHT 60 WWW.LAWYER-MONTHLY.COM | APR 2022 GoverningLawfor Cross-BorderContracts: Why is Swiss Substantive LawSuch an Attractive Choice? S Swiss law is codified law and thus more easily accessible than legal systems based on case law. This month we hear from Andrea Haefeli, who was featured in Lawyer Monthly’s April 2021 edition. When last we spoke with her, Andrea discussed the limitation of liability in commercial contracts governed by Swiss substantive law. Here, she expands on our last discussion; what are the qualities of Swiss substantive law that make it such an appealing choice-of-law to international parties, and how has the COVID-19 pandemic affected the regulation of liability in commercial contracts?

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