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In the present decision, the Commercial Court Zurich only addresses its jurisdiction to decide the claims brought by a Swiss manufacturer (seller) against its French distributor (buyer).

The parties had for some time conducted their business under the seller’s standard business terms (AVB) that contained a forum selection clause in favor of the courts in Zurich and a choice-of-law clause selecting Swiss law and excluding the CISG. At some stage, the parties additionally had entered into a framework contract that chose the Commercial Court in Paris and French law (without excluding the CISG). The jurisdiction therefore turned on the question which of the two documents applied.

The Commercial Court Zurich held that it did not matter whether domestic Swiss law or the CISG was applied in this context, as their principles on interpretation lead to the same outcome. Based on the facts of the case, the Commercial Court Zurich found that the framework agreement prevailed and that it accordingly lacked jurisdiction to hear the substance matter of the dispute.

(Upon appeal, the Swiss Federal Supreme Court later reversed this decision and remanded the case back to the Commercial Court in Zurich.)