Swiss Code of Obligations
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The Swiss Code of Obligations (SR/RS 22, german: Obligationenrecht; french: Code des obligations; it, Diritto delle obbligazioni; rm, Dretg d'obligaziuns) is a portion of the second part (SR/RS 2) of the internal Swiss law ("Private law - Administration of civil justice - Enforcement") that regulates
contract law A contract is a legally enforceable agreement between two or more Party (law), parties that creates, defines, and governs mutual rights and obligations between them. A contract typically involves the transfer of goods, Service (economics), ser ...
and corporations (
Aktiengesellschaft (; abbreviated AG, ) is a German word for a corporation limited by Share (finance), share ownership (i.e. one which is owned by its shareholders) whose shares may be traded on a stock market. The term is used in Germany, Austria, Switzerland (wh ...
). It was first adopted in 1911 (effective since 1 January 1912). Swiss law is often used to regulate international contracts, as it is deemed neutral with respect to the parties. It is no. 220 in the Swiss Official Compilation of Federal Legislation.


History

In Switzerland,
private law Private law is that part of a civil law (legal system), civil law legal system which is part of the ''jus commune'' that involves relationships between individuals, such as the law of contracts and torts (as it is called in the common law), and t ...
was originally left to the individual Swiss cantons, which enacted codifications such as the Zurich Law of Obligations of 1855. In 1864, the Bernese jurist Walther Munzinger was assigned a task to draft a unified code of obligations. This early project came to nothing, as it was not yet considered to fall under federal jurisdiction. Four years later, the Federal Council agreed to the unification of the law of obligations, and Munzinger was put in charge of thee effort. After Munzinger's death in 1873, the project fell to Heinrich Fick. The earliest version of the Code of Obligations was adopted in 1881, and came into force on 1 January 1883. Munzinger, the main drafter of the 1881 Code, was influenced by the Dresdner Draft and the work of
Johann Caspar Bluntschli Johann Caspar (also Kaspar) Bluntschli (7 March 1808 – 21 October 1881) was a Switzerland, Swiss jurist and politician. Together with fellow liberals Francis Lieber and Édouard René de Laboulaye, he developed one of the first codes of intern ...
. The current Code of Obligations was adopted on 30 March 1911, becoming the fifth book of the Swiss Civil Code. Changes enacted in 1911 are relatively minor, mostly reflecting the influence of the
German Civil Code German(s) may refer to: * Germany (of or related to) **Germania (historical use) * Germans, citizens of Germany, people of German ancestry, or native speakers of the German language ** For citizens of Germany, see also German nationality law **Ger ...
. The Code of Obligations was drafted in a strikingly understandable style, without many instances of abstract legal terminology, so that it could be readily understood by the common population. Company law was subsequently revised in 1938, and the law regulating contracts of employment in 1972. The Code was revised in 2011, so that in the future requirements for book-keeping and accounting will not depend on a company's legal form, but on its financial size.


Contents

The Code of Obligations includes five divisions. The Code of Obligations is part of the Civil Code, but its provisions are numbered individually.


General Provisions (arts. 1-183)

Includes general contract law,
tort law A tort is a civil wrong that causes a claimant to suffer loss or harm, resulting in legal liability for the person who commits the tortious act. Tort law can be contrasted with criminal law, which deals with criminal wrongs that are punishab ...
,
unjust enrichment In Equity (law), laws of equity, unjust enrichment occurs when one person is enriched at the expense of another in circumstances that the law sees as unjust. Where an individual is unjustly enriched, the law imposes an obligation upon the recipien ...
. * Principle of
freedom of contract Freedom of contract is the process in which individuals and groups form contracts without Economic regulation, government restrictions. This is opposed to Regulation, government regulations such as minimum wage, minimum-wage laws, competition la ...
; * Conclusion of a contract; * Interpretation of a contract; * Nullity of a contract: impossibility, unlawfulness, immorality, non-respect of the required form; * Defeasibility of a contract: unfair advantage, error, fraud, duress; * Non-commercial agency; *
Breach of contract Breach of contract is a legal cause of action and a type of civil wrong, in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other party' ...
; * Quasi-contractual obligations; * Obligations in tort; * Restitution of an
unjust enrichment In Equity (law), laws of equity, unjust enrichment occurs when one person is enriched at the expense of another in circumstances that the law sees as unjust. Where an individual is unjustly enriched, the law imposes an obligation upon the recipien ...
; * Time limits.


Types of Contractual Relationship (184-551)

Includes specific contracts, including the purchase contract (184-236),
employment contract An employment contract or contract of employment is a kind of contract used in labour law to attribute rights and responsibilities between parties to a bargain. The contract is between an "employee" and an "employer". It has arisen out of the old m ...
(363-379), mandate contract (394-406). * sale and exchange (184-238); ** sale of movable property (187-215); ** sale of immovable property (216-221); * gifts (239-252); * rental (253-304); * loan (305-318); ** loan for use (''commodatum'') (305-311); ** loan for consummation (''mutuum'') (312-318); * employment contracts (319-362); * hire of services (363-379); * publishing contract (380-393); * mandate (394-418); * '' negotiorum gestio'' (419-424); * commission contract (425-439); * contract of carriage (440-457); * power of attorney / commercial agency (458-465); * delegation (466-471); * deposit (472-491); * suretyship (492-512); * gambling and betting (513-515); *
life annuity A life annuity is an annuity, or series of payments at fixed intervals, paid while the purchaser (or annuitant) is alive. The majority of life annuities are insurance products sold or issued by life insurance companies however substantial case l ...
contract and lifetime maintenance agreement (516-529); * simple partnership (530-551).


Commercial Enterprises and the Cooperative (552-926)

Corporate law. Types of business associations: *
sole proprietorship A sole proprietorship, also known as a sole tradership, individual entrepreneurship or proprietorship, is a type of enterprise owned and run by one person and in which there is no legal distinction between the owner and the Types of business entity ...
; * partnerships: **
general partnership A general partnership, the basic form of partnership under common law, is in most countries an association of persons or an unincorporated company with the following major features: *Must be created by agreement, proof of existence and estoppel. ...
(552-593); **
limited partnership A limited partnership (LP) is a form of partnership similar to a general partnership except that while a general partnership must have at least two general partners (GPs), a limited partnership must have at least one GP and at least one limited p ...
(594-619); * companies: **
public limited company A public limited company (legally abbreviated to PLC or plc) is a type of public company A public company is a company whose ownership is organized via shares of share capital, stock which are intended to be freely traded on a stock exchan ...
(plc. or German: AG, French/Italian: SA; 620-763); ** partnership limited by shares (764-771); **
private limited company A private limited company is any type of business entity in Privately held company, "private" ownership used in many jurisdictions, in contrast to a Public company, publicly listed company, with some differences from country to country. Examples ...
(Ltd. or German: GmbH, French: S.á.r.l, Italian: S.a.g.l.; 772-827); ** cooperative (828-926).


The Commercial Register, Business Names and Commercial Accounting (927-964)

*
Business name A trade name, trading name, or business name, is a pseudonym used by companies that do not operate under their registered company name. The term for this type of alternative name is a "fictitious" business name. Registering the fictitious name w ...
s (944-956); * Commercial accounting and
Financial Reporting Financial statements (or financial reports) are formal records of the financial activities and position of a business, person, or other entity. Relevant financial information is presented in a structured manner and in a form which is easy to un ...
(957-963).


Negotiable Securities (965-1186)

Commercial papers. * registered securities (974-977); * bearer securities (978-989); * bills and notes (990-1099); *
cheque A cheque, or check (American English American English, sometimes called United States English or U.S. English, is the set of variety (linguistics), varieties of the English language native to the United States. English is the Langua ...
(1100-1144); * bill-like securities and other instruments to order (1145-1152); * document of title of goods (1153-1155); * bonds (1156-1186);


Principles and influences

The
contract law A contract is a legally enforceable agreement between two or more Party (law), parties that creates, defines, and governs mutual rights and obligations between them. A contract typically involves the transfer of goods, Service (economics), ser ...
of the Code of Obligations is based on
Roman Law Roman law is the law, legal system of ancient Rome, including the legal developments spanning over a thousand years of jurisprudence, from the Twelve Tables (c. 449 BC), to the ''Corpus Juris Civilis'' (AD 529) ordered by Eastern Roman emperor J ...
traditions, and it was particularly influenced by the Pandectist school. It was also heavily influenced by the Code Napoleon of 1804. Swiss contract law discriminates between general and special contract rules. The general rules are based on legal theory developed in the 17th and 18th centuries, while special rules are based on Roman law traditions. It is divided into a general part, which applies to all contracts, and a special part, which applies to specific types of contracts, such as sales of goods or loans. The Code is governed by the principle of the freedom to contract, which includes freedom as to the content and type of the contract, and the freedom of the parties to enter into agreements which are not governed by the special part of the Code. One major difference compared to contract law in Common Law jurisdictions is the lack of a requirement of
consideration Consideration is a concept of English law, English common law and is a necessity for simple contracts but not for special contracts (contracts by deed). The concept has been adopted by other common law jurisdictions. The court in ''Currie v Mis ...
. The concept of frustration of purpose is also not part of the Swiss legal tradition. The first version of the Swiss Code of Obligations influenced parts of the German Civil Code, the Chinese Code of Taiwan (Book II), the Code of South Korea (Part III) and the Code of Thailand (Book II). The Turkish Civil Code, adopted in 1926, is based on the Swiss Civil Code, which also includes the Code of Obligations.


See also

* Swiss law * Swiss Civil Code * Swiss Criminal Code * Swiss Alliance of Consumer Organisations


References


External links


SR220Federal Act on the Amendment of the Swiss Civil Code (Part Five: The Code of Obligations)
- English semi-official translation {{Authority control Law of Switzerland Civil codes Law of obligations