Contract Law

Contracts are often concluded in passing — and only matter once something goes wrong. We draft, review and enforce contracts so that you stand on firm ground if a dispute arises.

Request a consultation +41 71 511 45 05 info@steurifisch.ch

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What we do for you.

Two people discussing a draft contract at a table

Drafting Contracts

We draft sales, works, services and cooperation agreements so that performance, remuneration and liability are clearly regulated.

Woman marking a passage in a multi-page contract at the conference table

Reviewing Contracts

Before you sign, we review the other side's drafts for gaps, one-sided clauses and liability traps — with concrete proposed amendments.

Terms and Conditions

We draft general terms and conditions and make sure they are validly incorporated and withstand the rule on unusual clauses.

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Contract Templates

For recurring transactions we build templates with completion notes — so your team can work securely without asking back.

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Enforcement

Where delivery, payment or proper performance fails, we enforce your claims out of court or before the courts.

Termination

Termination, rescission or amendment: we handle the end of a contract so that no follow-up claims remain open.

Freedom of Contract and Its Limits

Swiss contract law rests on freedom of contract: the parties themselves decide whether, with whom and on what terms they conclude a contract. A contract comes into existence as soon as they have expressed matching intentions on the essential points (Art. 1 Swiss Code of Obligations) — expressly or tacitly. The law sets limits where one party is typically weaker, or where the content conflicts with mandatory law, public policy or morality (Art. 19 et seq.).

This gives rise to a common misconception: not everything written in a contract is actually valid. Conversely, much applies that is not written in it — default statutory rules fill every gap the parties have left open. Knowing which gaps the law closes, and how, lets you decide deliberately where your own provision is needed.

Form and Evidence

Contracts are in principle valid without any particular form (Art. 11 Swiss Code of Obligations). For certain transactions the law nonetheless requires a form: writing for the assignment of a claim or a post-contractual non-competition clause, public notarisation for property purchases and for marital and inheritance contracts. As our firm also provides notarial services, we accompany you from drafting to notarisation from a single source — avoiding the break between draft and execution.

Terms and Conditions and Templates

General terms and conditions are pre-formulated contractual terms that one party presents to the other. For them to become part of the contract, there must be a reference before conclusion and a reasonable opportunity to take note. Surprising clauses fall away under the rule on unusual clauses; towards consumers, Art. 8 of the Unfair Competition Act additionally prohibits a significant imbalance to the other side's detriment. For recurring transactions we build templates with completion notes, so nobody has to improvise in day-to-day business.

When the Contract Is Not Performed

If performance fails, is late or is defective, the rules on non-performance apply (Art. 97 et seq. Swiss Code of Obligations): damages, default interest, withdrawal or substitute performance. Which route is right depends on the type of contract and on the deadlines set — default in particular has to be established properly. We assess the prospects of litigation, conduct settlement talks and represent you before the courts in St. Gallen, Appenzell Ausserrhoden and Zurich.

Contract Law in Eastern Switzerland

We advise companies and private clients at our offices in Wil SG, Teufen AR and Zurich and at our correspondence office in Gossau SG — from a single sales contract to the full set of agreements for a business succession.

Your contact persons.

Wayne Hess

MLaw UZHAttorney at Law and Public Notary

+41 71 511 45 05 w.hess@steurifisch.ch

Fabian Steuri

Partner · M.A. HSGAttorney at Law and Public NotaryCertified Specialist SBA Inheritance Law

+41 71 511 45 05 f.steuri@steurifisch.ch

Raphael Fisch

Partner · MLaw & BA phil.Attorney at Law and Public Notary

+41 71 511 45 05 r.fisch@steurifisch.ch

Request an appointment +41 71 511 45 05 info@steurifisch.ch

Frequently asked questions.

When can I rescind a contract?

A contract can only be rescinded where consent was defective: fundamental error, wilful deception or duress (Art. 23 et seq. Swiss Code of Obligations), or unfair advantage (Art. 21). Rescission must be declared within one year, otherwise the contract is deemed ratified.

Are my terms and conditions automatically valid?

No. The other party must be made aware of the terms before conclusion and have the opportunity to take note of them. Clauses they could not reasonably expect do not become part of the contract under the rule on unusual clauses. Towards consumers, Art. 8 of the Unfair Competition Act additionally restricts one-sided clauses.

Does a contract have to be in writing?

As a rule no: contracts are valid without any particular form (Art. 11 Swiss Code of Obligations). The law does, however, require written form or public notarisation for certain transactions, such as property purchases, suretyships or assignments. For evidentiary reasons, writing is advisable even where it is not mandatory.

What claims do I have if a delivery is defective?

That depends on the type of contract. In a sale of movables you must give notice of the defect immediately after inspection (Art. 201 Swiss Code of Obligations); you may then rescind, reduce the price or — for generic goods — demand replacement. Under a contract for work there is also a right to rectification (Art. 368). Construction has had its own rules since 1 January 2026: 60 days to notify defects in immovable works and in the purchase of land (Art. 367 para. 1bis, Art. 370 para. 4 and Art. 219a), and shorter periods are ineffective. Many of the remaining rules are default rules and are modified in standard terms — so read the contract first.

How long can I assert claims under a contract?

The general limitation period is ten years (Art. 127 Swiss Code of Obligations); five years apply to rent and other periodic payments and to claims from employment and from craftsmen's work (Art. 128), whereas a contractor's fee remains subject to the ten-year period. Warranty claims lapse after two years in a sale of movables and after five years for immovable works and the purchase of land — and since 1 January 2026 those five years can no longer be shortened to the detriment of the customer or buyer (Art. 371 para. 3 and Art. 219a para. 3).

Is a contract template worthwhile for my SME?

Yes, if you conclude the same type of transaction regularly. A properly drafted template costs less than the first dispute over an unclear clause. We prepare the template and brief your team on the points that need adapting in each case.

Contract Law