Attornment Agreement Template for Switzerland

An Attornment Agreement is a legal contract where parties voluntarily submit to the jurisdiction of Swiss courts for resolving disputes arising from their commercial relationships. Under Swiss law, this document provides legal certainty for international transactions by establishing clear jurisdictional frameworks before disputes arise. You'll need this agreement when conducting cross-border business, international financing, or complex commercial transactions where multiple jurisdictions could potentially claim authority over your disputes.

When do you need this document?

You need an Attornment Agreement when entering international financing arrangements where Swiss banks or financial institutions are involved, particularly in syndicated lending or bond issuance transactions. Foreign companies establishing operations in Switzerland often require this agreement to clarify dispute resolution procedures with local partners or service providers. Investment firms and corporate borrowers use attornment agreements in cross-border transactions to avoid jurisdictional uncertainty that could complicate future dispute resolution. International trading companies frequently implement these agreements when dealing with Swiss counterparts to establish predictable legal frameworks for their ongoing commercial relationships.

Key legal considerations

Your Attornment Agreement must clearly identify all parties with their full legal names, registration details, and official addresses to ensure enforceability under Swiss law. The jurisdiction submission clause should specify whether you're submitting to general Swiss court jurisdiction or particular cantonal courts, as this affects where proceedings will be conducted. You should include comprehensive service of process provisions detailing how legal documents will be delivered to parties, especially foreign entities without Swiss addresses. Consider including waiver of immunity clauses if sovereign entities or state-controlled companies are involved, as this affects the enforceability of the agreement. The agreement should address whether the jurisdiction submission is exclusive or non-exclusive, determining whether other courts can hear related disputes.

Legal requirements in Switzerland

Under the Swiss Civil Code and Code of Obligations, your Attornment Agreement must meet general contract formation requirements including clear consent and legal capacity of all parties. The Swiss Private International Law Act governs choice of court agreements and requires that jurisdiction clauses be clearly expressed and not contrary to Swiss public policy. Swiss Civil Procedure Code provisions on court jurisdiction must be respected when designating specific Swiss courts as having authority over your disputes. For international agreements, the Lugano Convention may affect enforcement if EU parties are involved, requiring compliance with both Swiss and EU jurisdictional rules. Your agreement should specify the governing law for the contract itself, as this may differ from the jurisdiction chosen for dispute resolution, and ensure compliance with any mandatory Swiss laws that cannot be contracted around.