Negotiating and Drafting an Agreement from a Swedish Law Perspective in Comparison with Agreements Drafted in Common Law Jurisdictions

Silvina Peñaloza Isacson, Legal Counsel, BSH Home Appliances, Sweden

As in-house counsels working in an international environment, we face the daily challenge of drafting agreements in English that may be ruled under the law of a foreign jurisdiction. Combining an unknown jurisdiction with English legal language turns negotiation and drafting of agreements in accordance with the chosen governing law into a more complex task. Therefore, this article will focus on the considerations to be taken when negotiating and drafting an agreement from a Swedish Law perspective in comparison to agreements drafted in Common law jurisdictions or other civil law systems. Moreover, this article will investigate how Swedish Courts have interpreted certain English legal terminology and concepts imported from Common law into Swedish contract drafting. Finally, this article will draw some conclusions on how to improve drafting in Sweden of contracts with foreign elements in an international environment.

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Sweden Contract Retail September 2011 Vol. 4, No. 16, Summer 2011

Silvina Peñaloza Isacson

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BSH Home Appliances

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BSH Home Appliances AB, BSH Hvidevarer A/S, BSH Husholdningsapparater AS and BSH Kodinkoneet Oy are a subsidiary companies of the BSH Bosch und Siemens Hausgeräte GmbH, Munich, a group with worldwide operations, which posts annual sales in year 2007 in excess 8,8 billion euros. Founded in 1967, as a joint venture between Robert-Bosch GmbH, Stuttgart, and Siemens AG, Berlin and Munich, BSH offers major domestic appliances, consumer products and domestic technology. The last ten years have seen BSH grow at a dramatic rate. Starting with 13 production sites in three countries, it has expanded its activities to encompass 43 factories in 14 countries in Europe, the USA, Latin America and Asia. Including its worldwide network of sales and customer service companies, BSH now encompasses over 70 companies in more than 40 countries, with more than 39,000 employees. BSH Home Appliances AB was founded 1997 and is responsible for all sales and marketing activities in Sweden. The Northern Europe headquarter is based in the town of Stockholm (Solna). Comprising three brands (Bosch, Siemens and Gaggenau), the company offers a complete range of kitchen appliances from cooking, refrigeration, laundry and dishwashers through to small kitchen appliances, vacuum cleaners and home comfort. There are also subsidiary companies for the sales and marketing activities in Denmark, Finland and Norway. BSH Hvidevarer A/S based in the town of Copenhagen (Ballerup), is responsible for all sales and marketing activities in Denmark. In Norway BSH Husholdningsapparater AS, located in Oslo, represents sales and marketing. The BSH Kodinkoneet Oy headquartered in Helsinki (Espoo) signs responsible for the activities in Finland and the Baltic Countries.

Sweden Contract Retail September 2011 Vol. 4, No. 16, Summer 2011