Signing in Geneva, Enforcing in London or Dubai: How Swiss Contracts Travel Across Borders

A contract signed in Geneva is only as useful as the mechanism for enforcing it. For international businesses that operate across jurisdictions – with counterparties in London, Dubai, Singapore, or New York – understanding how Swiss contractual rights translate into enforceable claims abroad is not a theoretical exercise. It is the difference between having a remedy and having a piece of paper.

Swiss law is widely regarded as a neutral, commercially sophisticated choice of governing law. Geneva, in particular, has a long history as a seat for international commercial relationships. But reputation alone does not make a contract enforceable. The practical questions – which law governs, which court or tribunal has jurisdiction, and how a judgment or award can be converted into actual recovery – require careful attention at the drafting stage.

Choosing the Governing Law

Most international commercial contracts give the parties the freedom to choose which law governs their agreement. Swiss law is a common choice not only for Swiss parties but also for non-Swiss counterparties who want a neutral, predictable legal framework. Switzerland’s Code of Obligations is well-developed, commercially pragmatic, and generally respected by English and common law courts as a valid foreign governing law.

The choice of governing law should be explicit and unambiguous. Clauses that refer vaguely to ‘Swiss principles’ or fail to specify the canton can create interpretive disputes. In my experience advising international businesses in Geneva, the governing law and the jurisdiction or arbitration clause work together – and gaps between them are where disputes become expensive. Both should be addressed in the same contractual breath.

The Choice Between Swiss Courts and Arbitration

For contracts between Swiss and foreign parties, the enforcement landscape shifts significantly depending on whether disputes are resolved by Swiss courts or by arbitration.

Swiss court judgments are not automatically enforceable abroad. Although Switzerland is not a party to the Brussels Regulation, it participates in international frameworks for the recognition and enforcement of judgments, including the Lugano Convention, and the availability and scope of applicable bilateral or multilateral arrangements vary depending on the jurisdiction concerned.

Arbitration offers a more reliable path to cross-border enforcement. Switzerland is a Contracting State to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, as are 172 other countries including the United Kingdom, UAE, and Singapore. An arbitral award made in Switzerland can therefore be enforced in most commercially significant jurisdictions with a relatively predictable process. The Swiss Rules of International Arbitration and the ICC Rules are both commonly used for Geneva-seated arbitrations, and Switzerland’s neutrality makes it an acceptable seat for parties from jurisdictions that are wary of each other’s home courts.

What a Governing Law Clause Cannot Do

Choosing Swiss governing law does not mean Swiss law will apply to every aspect of a dispute. Courts in other jurisdictions apply their own rules to questions of public policy, local mandatory law, and procedural matters regardless of the parties’ contractual choice, e.g. employment law, consumer contracts, real estate transactions (which are typically governed by the law of the location of the property), and regulated activities. Governing law clauses are powerful, but they operate within limits that vary by jurisdiction and subject matter.

Drafting for Enforcement – The Practical Checklist

Several practical points are worth building into any contract intended to cross borders. The jurisdiction or arbitration clause should be clear, exclusive, and professionally drafted – courts in different jurisdictions interpret ambiguous clauses differently, and an ambiguous choice of forum can produce expensive preliminary disputes before the substance is reached. Force majeure clauses should be drafted with reference to the specific laws and events likely to arise in the relevant jurisdictions. And language matters: a contract in English governed by Swiss law will sometimes require judicial interpretation to align English contractual terminology with Swiss legal concepts.

Frequently Asked Questions

Is Swiss law a good choice of governing law for a contract with a counterparty in the Middle East?

Swiss law is widely accepted as a neutral governing law in the Middle East, particularly for commercial contracts and investment-related agreements. However, local mandatory provisions – particularly in regulated sectors – will apply regardless of the governing law clause. An arbitration clause specifying a recognised institution and seat is advisable for contracts with Middle Eastern counterparties.

Can I enforce a Swiss arbitral award in England after Brexit?

Yes. The UK is a Contracting State to the New York Convention independently of EU membership. Swiss arbitral awards may be recognised and enforced in England under the New York Convention regime.

Does David Kohler advise on international commercial contracts?

David Kohler advises international businesses and private clients on contract structuring, governing law questions, and dispute resolution clauses as part of his business law practice in Geneva. He works regularly with clients whose counterparties and assets are located across multiple jurisdictions.

The moment to think about enforcement is not when a dispute arises – it is when the contract is being drafted. A well-structured governing law and dispute resolution clause adds minimal cost at the drafting stage and can save a substantial amount if the relationship later deteriorates.

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Disclaimer: The information contained in this article is provided for general informational purposes only and does not constitute legal advice. It should not be relied upon as a substitute for specific legal counsel tailored to your individual circumstances. The author makes no representations as to the completeness or accuracy of the information presented, and accepts no liability for any action taken or omitted in reliance on it. Would you have a question relating to your specific situation, we encourage you to reach out to David Kohler, Swiss Attorney-at-Law.