Transactions
Commercial contracts that connect more than one country.
Companies buy, sell, invest and contract across borders. In our work for them we start with the specific questions: which company is acting, which law will interpret the bargain, which court or arbitral seat will hear a later dispute, and which documents already exist.
01
Parties
Who is bound.
A group brand on a letterhead is not a contracting party. The legal person named in the preamble, the signatory’s authority, and the company that later holds the assets are three different facts. We read them separately, and we read them first.
A Swedish limited company is identified by its legal name and its organisation number. A trading name, or a description in a signature block, is not the same thing. We apply the same discipline to a foreign counterparty: we use the name as it appears in the document, and we ask for the register identifier if it is missing.
02
Clauses
The provisions that later decide the file.
A commercial contract is a whole. In our review, some clauses nevertheless repay an early and separate reading.
Governing law
A choice of law tells a later reader which rules will be used to interpret the bargain. For many commercial contracts it is tested against Regulation (EC) No 593/2008 (Rome I). The clause has to be read against the rest of the contract, and against the instrument’s own limits.
Jurisdiction
A choice of court is a different decision. Inside the European Union, many civil and commercial questions are governed by Regulation (EU) No 1215/2012 (Brussels I recast). Exclusive jurisdiction, consumer and employment contracts, and other exceptions can take the file out of a clause that looked decisive.
Arbitration
An agreement to arbitrate is not a choice of court. Brussels I recast leaves arbitration outside its scope. The seat, the institution, the language and the number of arbitrators are commercial choices with legal consequences. Enforcement of a later award often depends on the New York Convention.
Non-contractual claims
Not every disagreement is a breach of contract. Misrepresentation, unjust enrichment and other non-contractual claims may be read under Regulation (EC) No 864/2007 (Rome II). A well-drawn contract does not automatically dispose of those claims.
Performance and risk
Price, delivery, inspection, limitation of liability and termination allocate risk before anyone speaks of a court. Those clauses are often more important, in the first year of a relationship, than the forum clause that will only be tested if the relationship fails.
Language and the signed text
A contract may be negotiated in one language and signed in another. Which text prevails is a question the parties can decide. If they do not, a later reader will have to decide it for them.
03
Sources
Official legal sources.
Official legal sources
Regulation (EU) No 1215/2012 (Brussels I recast)
Jurisdiction and the recognition and enforcement of judgments in civil and commercial matters.
Regulation (EC) No 593/2008 (Rome I)
The law applicable to contractual obligations.
Regulation (EC) No 864/2007 (Rome II)
The law applicable to non-contractual obligations.
New York Convention, 10 June 1958
Recognition and enforcement of foreign arbitral awards.
04
Questions
Questions that arise early.
How should a Swedish company be named in a contract?
Use the legal name as it appears in the document. Add the organisation number if you have it. A group name is not a substitute for the company that is actually contracting.
Does an English-language contract mean English law applies?
No. Language and governing law are different choices. The law that applies depends on the clause the parties have written and, failing that, on the conflict-of-laws rules that sit behind the contract, including Rome I where that instrument applies.
Is a choice of court the same as a choice of law?
No. One decides which rules interpret the bargain. The other decides which court will hear a later claim. They can point in different directions, and they often do.
What if the contract names arbitration?
Then the forum question is usually taken out of the courts, subject to the agreement and to the law of the seat. Brussels I recast does not govern that agreement. Enforcement of a later award is often a New York Convention question.
What should we send with a first enquiry?
Tell us the parties as they appear, the countries already involved, and whether you have a signed contract, a working draft, a court paper, or no paper at all. Share only what you are free to share.
The information provided here is general in nature and is not legal advice. It does not consider any particular document or circumstance. Swedish and EU rules change, and official texts should be read in the version in force.
Counsel
Discuss Your Legal Matter
Write to us with a short statement of your question and the names as they appear in the documents.