Assignment of a contract for the operation of games and automatic machines

Facts

[M.] concluded a contract for the operation of games and automatic machines with C. According to Art. 6 of the contract, the operator had the power to assign the rights and obligations arising from the contract to a third party. [C.] assigned the rights and obligations to S. AG. [M.] then notified [C.] that he was terminating the contract, but [S. AG] contested this termination. The Civil Court of the District of Sarine partially upheld the action of [S. AG], ordering [M.] to pay it CHF 50,000. The Court of Appeal of the Cantonal Tribunal of the Canton of Fribourg confirmed this judgment. [M.] then appealed to the Federal Tribunal.

Considerations

The Federal Tribunal dismissed M.'s appeal and confirmed the contested judgment. It considered that the clause in the contract authorizing assignment to a third party did not fall under Art. 8 UCA (Unfair Competition Act).

Indeed, Art. 8 UCA is applicable only if the general terms and conditions are likely to cause an error to the detriment of a contracting party and they deviate significantly from the applicable legal regime (let. a) or provide for a distribution of rights and obligations that deviates significantly from the nature of the contract (let. b). In the present…