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Successful representation of interests in a Swiss court in a corporate dispute

6 февраля 2019
The law firm Nadmitov, Ivanov and Partners, together with a partner Swiss law firm, represented the interests of a Cypriot company as a defendant in the process of challenging the share purchase agreement in Swiss courts.

The buyer acquired control of an engineering company. The terms of the deal provided for a phased payment. After paying part of the price, the buyer suspended the payment of the remaining payments, since he discovered significant shortcomings in the subject of the purchase, namely, shortcomings related to the plant's operability and announced the disputing of the contract due to misleading (deception), since he was provided with inaccurate information regarding the characteristics of the plant and false representations and warranties have been made. The seller filed two lawsuits with a Swiss court to recover part of the purchase price (which was due at the time). At the time of our entry into the process, the court has already satisfied the first claim to recover the unpaid part of the advance. We organized a prompt filing of the appeal and the decision was canceled due to improper notification of the defendant. The process lasted four years, and as a result, the Swiss court completely refused the plaintiff to satisfy the stated claims and fully recovered legal costs in favor of our client in a record amount for such cases from the plaintiff.

The dispute was complex and involved the presentation and assessment by the court of a large amount of evidence and a complex analysis of legal issues. In particular, in this case, the issues of the difference between the "share deal" (purchase and sale of shares) and the "asset deal" (purchase and sale of the company's property) and the possibility of applying to the sale and purchase of shares the provisions of the legislation regulating issues of shortcomings of the sold thing (in this case, the plant), analysis of the information provided by the seller about the characteristics of the plant and the assurances and guarantees made by him, the buyer's obligation to check the subject of the purchase before the conclusion of the sales contract, the buyer's actions to approve the subject of the transaction.

Nadmitov, Ivanov and Partners regularly represents clients in complex corporate disputes in Russian and foreign courts. We also regularly represent the interests of Russian clients in Swiss courts and arbitration tribunals.
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