Sakari Wuolijoki

Sopimusrikkomuksen olennaisuus liikesopimuksissa

Introduction

Sopimusrikkomuksen olennaisuus liikesopimuksissa. Sopimusrikkomuksen olennaisuus liikesopimuksissa. Artikkeli tulkitsee kriteeriä Suomen oikeuskäytännön ja asiantuntijatietojen pohjalta. Opi purkamisen ehdoista.

Abstract

Fundamentality of a breach of a business contractUnless otherwise agreed by the parties, a contract can normally be terminated for breach only if the breach is fundamental. The article elaborates the interpretation of this criterion. The interpretation recommended in the article is mainly based on precedents from the Finnish Supreme Court and on Nordic legal literature. In addition, three prominent Finnish lawyers who act as arbitrators in contractual disputes have been interviewed for the purposes of the article. This has been a way to obtain information of unpublished arbitration rulings without breaching the confidentiality of the arbitration. When deciding what kinds of breach should be regarded as fundamental, several aspects must be considered. The most essential factor is naturally the difference between the agreement and the actual service or goods that have been provided to the buyer. The consequences of the breach to the injured promisee need to be considered. On the other hand, also the defaulting party’s position must be taken into account. Despite a breach, a contract cannot normally be terminated if this would cause serious loss to the breaching party and if the innocent party can be compensated with other remedies. In addition to this balancing, a range of other circumstances can have relevance when deciding whether or not termination is justified. These are, inter alia, the possible lack of trust in the business relationship, previous breaches of contract and possible termination warnings.

Review

The article "Sopimusrikkomuksen olennaisuus liikesopimuksissa" (Fundamentality of a breach of a business contract) addresses a crucial and often complex issue in contract law: the interpretation of what constitutes a "fundamental breach" sufficient to justify contract termination. This topic is of significant practical importance, especially within commercial transactions, as the ability to terminate a contract due to breach is a powerful remedy that requires careful consideration. The paper focuses specifically on the Finnish legal context, drawing upon domestic judicial precedent and broader Nordic legal discourse, which immediately situates its relevance for practitioners and scholars in that region. A notable strength of this article lies in its methodological approach, which combines traditional legal research with unique empirical insights. By primarily grounding its analysis in Finnish Supreme Court precedents and Nordic legal literature, the author establishes a robust doctrinal foundation. Crucially, the inclusion of interviews with three prominent Finnish arbitrators to glean insights from unpublished arbitration rulings adds a valuable dimension, offering a rare glimpse into practical applications and interpretations that might not be evident from published case law alone. The article synthesizes these sources to elaborate on several key factors for determining fundamentality, emphasizing the core disparity between agreed-upon and delivered performance, the consequences for the injured party, and a critical balancing act that also considers the potential severe losses to the defaulting party if termination occurs, particularly where other remedies might suffice. The exploration of additional relevant circumstances, such as trust, prior breaches, and warnings, further enriches the nuanced understanding of this multifaceted legal criterion. By recommending a comprehensive interpretative framework, the article promises to be a highly valuable resource for legal practitioners, arbitrators, and academics navigating the intricacies of contract termination in business agreements. Its blend of rigorous doctrinal analysis with practical, insider perspectives from arbitration makes it particularly compelling, offering both theoretical clarity and actionable guidance. This work is poised to contribute significantly to the ongoing discourse on contractual remedies and dispute resolution in the Nordic legal landscape.

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