Facts
The case concerns a dispute between company A. AG, an automobile importer based in Zurich, and company B. SA, its agent for almost 5 decades. A. AG terminated the dealer, service, agency, and authorized workshop contracts with B. SA, effective September 30, 2018. The contracts contained a jurisdiction extension clause for disputes related to the origin and termination of the contract, as well as the rights and obligations resulting from it.
B. SA sued A. AG before the Pretore of Lugano, claiming compensation for the failure to sign new contracts. A. AG objected to the territorial jurisdiction of the court, arguing that the jurisdiction extension clause was also applicable to this dispute.
The Cantonal Court and the Federal Tribunal rejected the objection to jurisdiction, considering that the jurisdiction extension clause was not applicable to B. SA's claims, as these were based on culpa in contrahendo and not on the terminated contracts.
Considerations
The Federal Tribunal confirmed the interpretation of the Cantonal Court. According to the case law principles, the court must first seek the true and common will of the parties. If this is not possible, it must proceed with an objective interpretation based on the principle of reliance.
In the present case, the Cantonal Court considered that the jurisdiction extension clause, based on its wording, referred only to disputes related to…