Contract interpretation

Swiss contract interpretation starts with the parties’ actual common intention. If that cannot be established, declarations are interpreted according to the principle of trust: how a reasonable recipient, in the circumstances, could and should understand them. Wording matters but is not always decisive; negotiations, conduct, purpose, trade usage and good faith may be relevant. Ambiguities can affect the party who drafted a clause, especially in standard terms, but this is not a substitute for the primary interpretive analysis. Interpretation is distinct from gap-filling and contract modification.