The Swiss Code of Obligations (SR/RS 22, ; ; ; ), the 5th part of the

Swiss civil code The Swiss Civil Code (SR/RS 210, ; ; ; ) is a portion of the second part (SR/RS 2) of the internal Swiss law ("Private law - Administration of civil justice - Enforcement") that regulates the codified law ruling in Switzerland and relationshi ...

, is a

federal law Federal law is the body of law created by the federal government of a country. A federal government is formed when a country has a central government as well as regional governments, such as subnational states or provinces, each with constituti ...

that regulates

contract law A contract is an agreement that specifies certain legally enforceable rights and obligations pertaining to two or more Party (law), parties. A contract typically involves consent to transfer of goods, Service (economics), services, money, or pr ...

and joint-stock companies ( or SA). It was first adopted in 1911 (effective since 1 January 1912). The code of obligations is a portion of the

private law Private law is that part of a legal system that governs interactions between individual persons. It is distinguished from public law, which deals with relationships between both natural and artificial persons (i.e., organizations) and the st ...

( SR/RS 2) of the internal Swiss law. It is also known by its full name as Federal Act on the Amendment of the Swiss Civil Code (Part Five: The Code of Obligations). Swiss law is often used to regulate international contracts, as it is deemed neutral with respect to the parties.

History

In Switzerland,

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 Walther () is a masculine given name and a surname. It is a German language, German form of Walter (name), Walter, which is derived from the Old High German ''Walthari'', containing the elements ''wald'' -"power", "brightness" or "forest" and ''ha ...

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 the 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. 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, the country of the Germans and German things **Germania (Roman era) * Germans, citizens of Germany, people of German ancestry, or native speakers of the German language ** For citizenship in Germany, see also Ge ...

. 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.

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, other than breach of contract, 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 crime ...

unjust enrichment Restitution and unjust enrichment is the field of law relating to gains-based recovery. In contrast with damages (the law of compensation), restitution is a claim or remedy requiring a defendant to give up benefits wrongfully obtained. Liability ...

. * Principle of freedom of contract; * Contract formation; * Interpreting contracts; * 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 part ...

; * Quasi-contractual obligations; * Obligations in tort; * Restitution of an

; * Limitation periods.

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 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 ...

(319-362); * hire of services (363-379); * publishing contract (380-393); * mandate (394-418); * ''

negotiorum gestio ''Negotiorum gestio'' (, Latin for "management of business") is a form of spontaneous voluntary agency in which an intervenor or intermeddler, the ''gestor'', acts on behalf and for the benefit of a principal (''dominus negotii''), but without th ...

'' (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 cas ...

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 only one person and in which there is no legal distinction between the owner and the business entity. ...

; * partnerships: ** general partnership (552-593); **

limited partnership A limited partnership (LP) is a type of partnership with general partners, who have a right to manage the business, and limited partners, who have no right to manage the business but have only limited liability for its debts. Limited partnership ...

(594-619); * companies: **

public limited company A public limited company (legally abbreviated to PLC or plc) is a type of public company under United Kingdom company law, some Commonwealth of Nations, Commonwealth jurisdictions, and Republic of Ireland, Ireland. It is a limited liability co ...

(plc. or German: AG, French/Italian: SA; 620-763); **

partnership limited by shares A partnership limited by shares is a hybrid between a partnership and a limited liability company. The Capital (economics), capital and ownership of the company is divided between shareholders who have a limited liability and one or more partners wh ...

(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. Example ...

(Ltd. or German: GmbH, French: S.á.r.l, Italian: S.a.g.l.; 772-827); ** cooperative (828-926).

The Companies Registry, trade names and business accounting (927-964)

Trade 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 fictitious business name. Registering the fictitious name with ...

s (company styles) (944-956); * Business 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 paper Commercial paper, in the global financial market, is an Unsecured debt, unsecured promissory note with a fixed Maturity (finance), maturity of usually less than 270 days. In layperson terms, it is like an "IOU" but can be bought and sold becaus ...

s. * registered securities (974-977); * bearer securities (978-989); * bills and notes (990-1099); *

cheque A cheque (or check in American English) is a document that orders a bank, building society, or credit union, to pay a specific amount of money from a person's account to the person in whose name the cheque has been issued. The person writing ...

(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

of the Code of Obligations is based on civil-law traditions, and it was originally a compromise between the German

Pandectist The Pandectists were German university legal scholars in the early 19th century who studied and taught Roman law as a model of what they called ''Konstruktionsjurisprudenz'' (conceptual jurisprudence) as codified in the Pandects of Justinian (Berm ...

school and the Code Napoleon of 1804. However, since its original enactment, the Code has been modified drawing from either German jurisprudence or Anglo-American commercial law. Swiss contract law discriminates between general and special contract rules. The general rules are based on legal doctrine current in the 17th and 18th centuries, whereas special rules tend to be based on more modern legal theories. 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. It is commonly referred to a ...

. The concept of

frustration of purpose Frustration of purpose, in law, is a defense to enforcement of a contract. Frustration of purpose occurs when an unforeseen event undermines a party's principal purpose for entering into a contract such that the performance of the contract is ra ...

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 Taiwanese Civil Code (Book II), the South Korean Civil Code (Part III) and the Thai Civil Code (Book II). The Turkish Civil Code, adopted in 1926, is based on the Swiss Civil Code, which also includes the Code of Obligations.

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