SERR Synergy specializes in compliance services that involve entering into agreements such as employment contracts, shareholder contracts, etc. Our goal is to meet the requirements of each individual or company by ensuring that our agreements comply with all legal requirements. Unspoken notions are a reality when it comes to interpreting agreements and can also lead to lengthy litigation; Therefore, everyone should be vigilant when it comes to agreements, to ensure that a comprehensive agreement is reached to mitigate future conflicts related to unspoken conditions. 2.1. In Switzerland, the right to be heard is primarily about factual findings. The right of the parties to rule on matters of law is recognized only in a restrictive manner. As a general rule, the courts or arbitration tribunals of the state freely judge, according to the proverb jura novit curia, the legal relevance of the facts and may also rule on the basis of legal standards other than those invoked by the parties. Therefore, unless the arbitration agreement limits the jurisdiction`s task to the legal arguments put forward by the parties, it is not necessary to hear them specifically on the scope of the legislation. Exceptionally, they must be asked when the judge or the arbitral tribunal is considering basing the decision on a legal standard or consideration that was not invoked during the proceedings and whose relevance the parties could not foresee (ATF 130 III 35 against 5 and references). In addition, it is a matter of esteem to know the unpredictable.
Therefore, the Bundesgerichtshof applies the above rule in a restrictive manner and, since the specificity of this type of procedure must be respected, in order to avoid the argument of surprise being used for a substantive review of the sentence by the Court of Justice (4A_46/20114 judgment of 16 May 2011, point 5.1.1 and the cases cited). If neither party terminated the other party in time to receive a valid and effective notification, the lease binds the two parties for a longer period of time. This means that the tenant must inform the landlord if the tenant does not wish to pursue the tenancy agreement and that it is a tenancy agreement to which the tacit transfer would apply. The notice period for the tenant is generally the same as the notice for a valid termination by the landlord. For example, if the notice period is forty days before the termination date of the tenancy agreement, any termination, either by the lessor or tenant who gave less than forty clear days, would not prevent tacit relocation, and the tenancy agreement would bind both the lessor and the tenant for a new period. The unspoken terms can be twofold: consensual tacit terms or implied terms. Consensual tacit conditions are agreed terms between the parties. The implied terms implied are concepts that would have been agreed between the parties had they been notified at the time of the contract. On 28 August 2009, B.________ wrote to A.________ to learn that the French company had received the construction of a wharf in the port of Cotonou and to demand payment of the contract compensation for specific assistance related to the allocation of this work. First, A.________ ignored them.
The parties then met in June 2010 and March 2011, without agreeing on the compensation sought by B.________. Finally, in a letter dated January 22, 2013, A.________ informed counsel of B.________ that it could not comply with the company`s request, as the contract was no longer in effect and the conditions justifying the payment of the fees were in any event not met.