Highlights from the Supreme Court 2025

"The exclusion from the company" – question of exclusion of several partners from a general partnership (NJA 2025 p. 472)

Background

Four persons had for a certain period conducted rental operations regarding premises and residential flats without regulating the business between themselves. Claiming that the business should be considered to constitute a general partnership, two of the partners brought an action against the two other partners and requested that these be excluded from the general partnership on the grounds of disloyal behaviour.

The defendants contested the claim and objected that the conditions for exclusion were not met, inter alia with reference to the fact that the two defendants opposed exclusion of each other.

Through a so-called interim judgment, where the court only examined the legal question at issue, the district court declared that two partners in a general partnership cannot exclude two other partners when these oppose exclusion of each other. The Court of Appeal reached the opposite conclusion.

The question in the case

The case concerned whether, according to Chapter 2, Section 30 and Chapter 4, Section 7 of the Partnership and Non-registered Partnership Act, it is possible to exclude several partners simultaneously and, if so, how the requirement that the other partners must agree on the exclusion should be applied.

HD's assessment

HD initially noted that if there are grounds for liquidation, exclusion may take place of the partner to whom the liquidation ground can be attributed instead of the company entering into liquidation, if the other partners agree on the exclusion. That Chapter 2, Section 30 of the Partnership and Non-registered Partnership Act states partner in the definite article and in singular should not, according to the court, be taken as evidence that there would be no possibility to exclude several partners at the same time. HD considered that the preparatory works also did not express that only one partner at a time could be excluded and thus concluded that it is possible to exclude several partners simultaneously.

Furthermore, HD established that the other partners who must agree on the exclusion refers to the partners who are not subject to exclusion. HD emphasised that this interpretation was in line with the provision's purpose of avoiding unnecessary liquidations and that the partner who is excluded has the right to financial compensation corresponding to what they would have received in a partnership dissolution, and that it should therefore lack economic significance whether the company is dissolved or whether the other partners continue the business.

Takeaways:

The ruling clarifies that according to Chapter 2, Section 30 of the Partnership and Non-registered Partnership Act, it is possible to exclude several partners simultaneously, provided that those requested to be excluded have a liquidation ground attributable to them. The requirement stated in the law that the other partners must agree on the exclusion thus does not include the partners requested to be excluded. Taken together, this means that the remaining partners can continue to operate the company without being forced into liquidation, even when several partners have acted in a way that constitutes grounds for exclusion.

"The pontoon bridge" – question of contractual commitment when acting through an intermediary (NJA 2025 p. 616)

Background

Eight persons jointly owned a pontoon bridge at Lake Vättern. In April 2019, one of the owners (J.L.) contacted the company SF Pontona and requested a quotation for transport and anchoring of the pontoon bridge. J.L. used email with contact details for "Vettertryck" and SF Pontona sent a quotation where "Vettertryck AB" was stated as organisation. Thereafter, an agreement was concluded that SF Pontona would anchor the bridge.

SF Pontona carried out the works in August 2019 and the invoice was addressed to the company [J.H.'s] Bygg AB which paid it. In March 2020, the bridge dragged, drifted ashore and was destroyed.

The bridge owners brought an action against SF Pontona and claimed compensation for the damage when the pontoon bridge was destroyed. They claimed that they as consumers had ordered the service to anchor the bridge, that the service had not been performed professionally and that the company should have advised against the anchoring if it had not been possible to anchor the bridge at the intended location.

The question in the case

The question that HD had to decide was which party had entered into the agreement on anchoring of the pontoon bridge with SF Pontona.

HD's assessment

HD noted that the bridge owners had jointly given J.L. the task of concluding an agreement in their name with SF Pontona regarding anchoring of the pontoon bridge. J.L. was thus authorised to enter into the agreement in all bridge owners' names and had not acted outside the scope of his assignment.

HD assessed that S.J. (SF Pontona's representative) understood that J.L. concluded the agreement in another's name – thus not on his own behalf. S.J. was also of the opinion that the pontoon bridge was owned by a bridge association. However, S.J. mistakenly believed that J.L. represented Vettertryck AB (Vettertryck), because J.L. used Vettertryck's email address and did not object to the quotation stating Vettertryck as organisation.

HD found that SF Pontona had no grounds for the opinion that J.L. represented Vettertryck. Vettertryck only engaged in graphic activities and did not exist at the time of the agreement as an independent legal person. That J.L. used Vettertryck's email address and did not object to the quotation could not give SF Pontona grounds for this opinion.

HD emphasised that for SF Pontona it was a question of a smaller assignment and that the company did not attach any real importance to who was J.L.'s principal. SF Pontona must therefore be deemed to have accepted being bound in relation to those whom J.L. was actually authorised to represent – i.e. the bridge owners.

HD declared that the bridge owners had entered into an agreement with SF Pontona regarding works concerning anchoring of the bridge.

Takeaways:

The starting point is that the person who concludes an agreement does so in their own name. For the intermediary not to be bound, it is required that they have made it clear to the third party that the action takes place in another's name or that the circumstances are such that the third party realised or should have realised that this was the case.

When the third party understands that the intermediary is acting on another's behalf but is uncertain about who the principal is, the decisive factor becomes whether the third party has attached any importance to the principal's identity. If the third party accepts being bound in relation to the person whom the intermediary may represent – particularly in smaller assignments where the counterparty's identity does not play any decisive role – the agreement is deemed to have been entered into with the person whom the intermediary was actually authorised to represent.

"The online casino" – question of whether agreements on gambling should be reversed according to Section 33 of the Contracts Act (NJA 2025 p. 719)

Background

A person in Sweden played during the years 2009–2014 on primarily a digital variant of "one-armed bandits" offered from Malta for nearly 15 million euros. His total loss corresponded to nearly 8 million kronor. He became a VIP customer with the gambling company in 2012 and was diagnosed with gambling addiction in 2014. The gambling company had collected extensive and detailed information about his gambling and used this data to direct intrusive marketing towards him in the form of bonuses and gifts.

The gambler claimed that the gambling company should repay his net loss. The gambling company contested the action.

The question in the case

The question in HD was whether it would be contrary to good faith to invoke the gambling agreements concluded, according to Section 33 of the Contracts Act.

HD's assessment

HD concluded that the gambling company had had access to and used the collected data in a way that meant that the company must be deemed to have had knowledge of the gambler's gambling behaviour and that this data showed that the gambler had had serious gambling problems – at least since he became a VIP customer. HD noted that the gambling company directed gambling solicitations to a person who, due to serious gambling problems, was in an extremely vulnerable position and in practice lacked sufficient possibilities to defend himself. The form of gambling offered was one of the most risky forms of gambling in terms of addiction. HD established that it would be contrary to good faith to invoke the gambling that the gambler carried out after he became a VIP customer. The performances should therefore be reversed. The gambling company was ordered to pay just over 500,000 euros to the gambler, which corresponds to the net loss that the gambler made.

Takeaways:

Through the judgment, HD specifies when a legal subject that through digital and automated solutions processes a large amount of information must be deemed to have had actual knowledge of relevant circumstances when applying Section 33 of the Contracts Act.

A company cannot hide behind algorithms to avoid liability. When the company uses automated systems to analyse customer data and create personalised offers, the company is also deemed in contractual law to have knowledge of the information the system processes. The case may have significance for other industries that collect data on customers' behaviours.

"Brf Ida" – interpretation of standard agreement – a stated time limit for making claims does not automatically result in loss of right to damages (NJA 2025 p. 374)

Background

Brf Ida in Malmö, one of Malmö's largest housing cooperatives with over 700 flats, entered into an agreement in 2014 with HSB Malmö regarding administrative and financial management. The agreement referred to the standard agreement ABFF 04. During the years 2015–2017, the association was subjected to extensive financial crime where hundreds of millions of kronor disappeared through payments to, amongst others, non-existent companies.

The association's new board became aware in February 2018 of what had happened through an event log from HSB Malmö. Brf Ida complained in writing on 28 June 2018 and subsequently claimed that HSB Malmö should be obliged to pay just over 55 million kronor in damages. The association claimed that HSB Malmö had failed in its duty of care and loyalty in performing the assignment and acted with gross negligence or at least negligence by, amongst other things, executing incorrect payments without the required attestations.

HSB Malmö contested the action and objected, amongst other things, that the damages claim was time-barred according to point 31 in ABFF 04, which prescribed that claims for damages should be made in writing no later than three months after the damage was discovered.

The question in the case

HD had in the case to examine whether point 31 ABFF means that Brf Ida – in order not to lose the right to damages – had to make its claim in writing within three months after the damage was discovered.

HD's assessment

HD reasoned as follows. When interpreting standard agreements, where no common intention of the parties can be established, consideration should be given to the wording of the term, the agreement's structure and other terms, and what appears to be a sensible and reasonable regulation.

When interpreting provisions in standard agreements that prescribe that claims must be made within a certain time, but which do not state any legal consequence if the time limit is not followed, there is reason for caution regarding interpreting a rights-barring legal consequence. The starting point should be that the right to assert the claim is not lost if there are no clear grounds for a different interpretation.

HD noted that point 31 in ABFF 04 did not state what should apply when a claim was not made within the stated time limit. Taken together, HD found that there were no clear grounds for the parties having agreed on a rights-barring consequence of failure to follow the time limit.

Consequently, HD established that Brf Ida had not needed to make its claim for damages within the time limit stated in point 31 in order to preserve the right to assert the claim.

Takeaways:

Contractual provisions with time limits for making claims should be interpreted restrictively. A rights-barring effect should only be accepted if there are clear grounds for it in the agreement. A term about a time limit may have the purpose that the parties should clarify their circumstances at an early stage, have the opportunity to take damage-limiting measures and secure evidence, without it therefore meaning that the right to damages automatically lapses in case of non-compliance. In connection with drafting agreements, the parties should specify what the consequence will be if a claim is not made within a stated time limit.

"The panel timber" – a buyer's examination and complaint when goods have been processed and sold on (NJA 2025 p. 672)

Background

A sawmill had sold panel timber to a reseller. The reseller sold the timber on to a building contractor company which in turn sold the timber to an end customer.

The timber was transported from the sawmill via a carrier engaged by the reseller to a surface treatment company which lacquered the timber before it was sent on to the end customer. The timber was never in the building contractor company's possession.

The end customer examined the timber the same day it arrived and complained immediately to the building contractor company which in turn complained to the reseller. The reseller finally complained to the sawmill. Nearly three weeks had then passed since the reseller had the surface treatment company receive the panel timber for lacquering.

The reseller brought an action against the sawmill and claimed price reduction and damages. The sawmill objected, amongst other things, that the reseller was not entitled to invoke defects due to failure to examine the panel before the purchase or at least due to too late complaint.

The questions in the case

The parties agreed that the Sale of Goods Act was applicable. The questions that were subject to examination were (i) when the reseller should have examined the timber and (ii) whether the reseller had complained about the defects within a reasonable time.

HD's assessment

A seller has an interest in being informed early if a buyer wants to assert claims due to defects. The interest is safeguarded by the rules on examination and complaint in Sections 31 and 32 of the Sale of Goods Act. The rules apply unless otherwise follows from agreement.

HD stated that the circumstance that a buyer starts using or processes goods strongly indicates that the goods could have been examined in connection with this. If the buyer does not have the possibility to examine the goods themselves, for example because they are received by a subcontractor, it may according to the court often be required that the buyer gives an assignment to someone else to examine the goods on the buyer's behalf.

HD further stated that the starting point is that there is normally no reason to wait with the complaint once the buyer has actually discovered the defect. When it concerns traders who buy goods for resale in the ordinary business operations, complaint should as a rule be able to take place within a few days.

HD noted that the timber was defective already when it was delivered for transport and it had been possible to examine the timber already in connection with the lacquering. That the reseller had a subcontractor receive the timber for lacquering instead of doing it themselves was according to the court without significance. According to the court, there were no obstacles to an examination within a few days after receipt or at least in connection with the lacquering. The circumstances that formed the basis for the timber being considered defective should according to the court have been noticed already at a simple visual inspection.

HD further noted that it was a question of goods of the kind that the reseller could normally be assumed to resell in their business operations and that nothing had emerged that gave the reseller reason to wait more than a few days with complaining.

HD established that the reseller's complaint had taken place too late and that the reseller had lost their right to invoke the defect.

Takeaways:

The judgment underlines the importance of a buyer checking purchased goods before these are processed or taken into use. The buyer should have routines in place to be able to quickly identify and complain about defects. This is of particular importance when it concerns goods that the buyer normally resells in the business. If the goods are not delivered directly to the buyer, the buyer should ensure that the intermediate party examines the goods on the buyer's behalf.

The Sale of Goods Act's rules are dispositive and against the background of the relatively strict assessment that the judgment expresses, it may be appropriate for buyers to regulate examination obligation and complaint in agreements.

"The group's framework agreement" – application of the general clause and damages according to the Companies Act (NJA 2025 p. 926)

Background

A, B and C formed ENP-Gruppen AB (the Group) in November 2017 to perform neuropsychiatric assessments and CBT treatments. They owned one third each of the shares and constituted the company's board. In April 2018, the Group and Region Gävleborg, after a public procurement, entered into a framework agreement with a term of two years.

On 3 July 2018, B and C formed a new company, ENP-Teamet AB (the Team). On 10 July 2018, B and C voted at a general meeting for the Group to enter into liquidation. The same day, they transferred the framework agreement to the Team without consideration. A only became aware of the transfer six months later.

A claimed at the district court that B and C should jointly and severally pay damages to her of 2,690,000 kronor. According to A, the transfer of the framework agreement constituted a violation of the general clause in Chapter 8, Section 41 of the Companies Act (ABL). The district court dismissed the action. The Court of Appeal upheld the district court's judgment.

The question in the case

The questions that HD had to decide were whether the general clause in ABL was applicable and the extent of the damage.

HD's assessment

HD noted that the framework agreement constituted the basis for the planned business and was the company's only real asset. There were good conditions for running profitable business with support of the agreement, despite there being no guaranteed volume. HD found that the transfer in reality aimed to transfer an economic value from the Group to the Team. HD pointed to the fact that B and C had both put in work to transfer the agreement and had previously offered to buy out A for 200,000 kronor, which indicated that they themselves considered that there was a value in the business. In an overall assessment, the measure gave B and C an improper advantage to the detriment of A and therefore was contrary to the general clause in Chapter 8, Section 41 ABL.

By transferring the framework agreement contrary to the general clause, B and C, as board members in the Group, had intentionally caused A damage. They were therefore obliged to compensate the indirect damage that the transfer caused her in her capacity as shareholder in the Group.

HD found, however, that the size of the damage could not be assessed based on the planned business in the Group. The framework agreement's value could also not be deemed to correspond to the results that the Team later achieved. A had thus not proved the size of the damage. In this context, it can be noted that A had requested disclosure, regarding the company's main and basic books for the two years that the framework agreement was valid, to prove that the damage was greater. HD noted that A had presented the evidence about the damage that could reasonably be required. HD applied the rule on relief of proof in Chapter 35, Section 5 of the Code of Judicial Procedure (RB) and estimated the damages at 200,000 kronor.

Takeaways:

HD's assessment shows that the court focused on the economic reality rather than on formal aspects. HD considered that an improper transfer of value had taken place despite the company having made a (not yet registered) decision on liquidation. Even formally correct measures can constitute a violation of the general clause if they in practice mean a transfer of value to certain shareholders' advantage.

The fact that A was not informed was central to HD's assessment that the transfer was improper. The judgment reminds of board members' duty of loyalty and the risks of bypassing minority shareholders in transactions that affect the company's value – even when the company is in the liquidation phase.

With reference to significant difficulties in presenting evidence, HD applied the rule on relief of proof in Chapter 35, Section 5 RB and estimated the damages at 200,000 kronor, despite the framework agreement's exact value not being able to be established. HD assessed that A had presented the evidence that could reasonably be required, despite there being no business to base a retrospective valuation on and despite the absence of public information about market valuation of similar agreements.

A could possibly have obtained better evidence through a more precise disclosure request, linked to a clear statement about the size of the damage. In that way, A might have had the possibility to receive higher damages.

"The consignment agreement" – question of tort liability in contractual relationship and evidential questions regarding damage in the form of lost profit (HD's case T 1989-24).

Background

In 2018, Chantelle, a French underwear company, and Twilfit, a Swedish fashion chain, entered into a consignment agreement which meant that Twilfit would sell Chantelle's products.

In June 2020, Twilfit announced that the company had stopped selling Chantelle's products because Chantelle had not delivered to a sufficient extent. Chantelle denied that Twilfit had the right to do so. Chantelle instead claimed that Twilfit had committed a material breach of contract and terminated the agreement on that ground on 20 July 2020.

Chantelle brought an action in the district court and requested compensation for lost profit during the terminated agreement. Chantelle based the claim on an internal damage calculation. Twilfit contested the claim but admitted Chantelle's statements about what the hypothetical turnover would have amounted to if Twilfit had not stopped selling Chantelle's products. This presupposed, however, that Chantelle showed that Chantelle would have continued to deliver products, which Twilfit contested.

The district court and the Court of Appeal concluded that Twilfit had committed a material breach of contract, that Chantelle's termination of the agreement had been justified and that Chantelle had the right to damages for lost profit. The district court awarded Chantelle three million kronor in damages after a reasonableness assessment according to Chapter 35, Section 5 of the Code of Judicial Procedure (RB). According to this rule, the court may estimate damage at a reasonable amount if full proof of the damage cannot be presented at all or only with difficulty. The Court of Appeal found, however, that Chapter 35, Section 5 RB was not applicable and dismissed the action because Chantelle had not proved the size of the damage.

Chantelle appealed the Court of Appeal's judgment and claimed primarily that HD should set aside the judgment and remit the case; Chantelle claimed that the Court of Appeal had gone outside the scope of the proceedings by imposing the burden of proof on Chantelle for its undisputed statement about hypothetical turnover. Secondarily, Chantelle requested that HD should grant the claim for compensation for lost profit as Chantelle considered that its damage was proved. Twilfit contested Chantelle's claims.

The questions in the case

The questions that HD had to decide were what evidential requirements apply to prove damage in the form of lost profit and continued delivery capacity.

HD's assessment

HD dismissed Chantelle's action.

HD noted that the Court of Appeal had not placed the burden of proof for undisputed circumstances on Chantelle as the conditions for Twilfit's relevant admission were not met. This as Chantelle had not shown that the company would have continued to deliver products if it had not been for Twilfit's breach of contract.

HD further established that the circumstance that the assessment of lost profit contains a hypothetical element does not in itself constitute reason to lower the evidential requirement from what normally applies in civil cases. Chantelle had the burden of proof for the extent of the damage and needed to prove that the company would have continued to deliver products to the claimed extent during the damage period.

HD noted that Chantelle's evidence for continued delivery capacity was not sufficient. The damage calculation had been prepared by Chantelle's staff without any external party reviewing it. No written documentation verified the information either. HD pointed out that Chantelle could have presented such documentation.

HD finally established that the rule on relief of proof in Chapter 35, Section 5 RB could not be applied because Chantelle had not presented the evidence that could reasonably be requested and because the evidential difficulties were not of a general nature.

Takeaways:

The evidential requirement for showing lost profit is high even though the assessment contains hypothetical elements. The injured party must prove the circumstances that constitute the basis for assumptions about the possible course of events. Calculations without external verification are normally not sufficient. The rule on relief of proof in Chapter 35, Section 5 RB is no shortcut; it presupposes that the party has presented all evidence that can reasonably be requested and that the evidential difficulties are general for the evidential situation. Finally, admissions of circumstances are interpreted cautiously by HD.

"The meteorite" - question of whether a meteorite should be deemed to constitute part of the property it has fallen on or whether it should be deemed as movable property that belongs to the finder (NJA 2025 p. 897)

Background

In November 2020, a meteorite fall occurred and two geologists subsequently found an approximately 14 kg heavy iron meteorite on a property outside Enköping. They took the meteorite with them and submitted it to the Swedish Museum of Natural History for safekeeping.

The property owner brought an action (through a company wholly owned by him with the right to the yield from the property) regarding better right to the meteorite, primarily invoking that the meteorite constituted immovable property. Even if the meteorite should not be deemed to constitute immovable property, the property owner considered that the ownership right belonged to him through having it in his possession.

The geologists claimed that the meteorite was to be regarded as movable property and that the ownership right belonged to them. Secondarily, the geologists claimed that they had the right to take the meteorite with them with support of the right of public access and lastly that the Lost Property Act was applicable.

The question in the case

The question that HD had to decide was whether a fallen meteorite belongs to the finder or the property owner.

HD's assessment

First, HD noted that movable property is everything that is not immovable property. According to the Land Code, immovable property is land which is divided into properties. With reference to the preparatory works, HD further noted that the concept of "land" should be interpreted broadly. Thus, clay, stone and gravel etc. as well as components below the ground surface also belong to property. Property also includes other objects that have connection with the land, so-called property accessories. This concerns buildings, but also "trees standing on the root" and other plants. To assess what is immovable property, according to HD, one also needs to start from the externally observable circumstances to assess what is part of land and thereby immovable property.

Thereafter, HD noted that the right of public access gives a limited right for everyone to, amongst other things, take certain natural products from a property (e.g. wild berries, flowers, mushrooms and pine cones). However, it is not permitted to take growing trees or stone, gravel, peat or other that is not processed. HD established that despite this, it is permitted for everyone to take stones and grass with them in "insignificant quantity". The exact limit for what is permitted to take from another's property is thus, according to HD, not given.

Finally, HD noted that the person who finds an object that is not owned by anyone and is not in anyone's possession has the right to take the object with them. Through taking possession, the ownership right to the object is acquired. As a general rule, a person has an object in their possession when the object is clearly under the person's immediate control or is located in a position that approximately corresponds to a normal placement. Objects on land that a person disposes of means according to HD as a rule that that person is in possession of the object.

Based on these conditions, HD established that for a meteorite to be immovable property, it is required that it constitutes a component of the land. Even if the concept of land includes, amongst other things, stone and gravel, a meteorite according to HD is unique through coming from space. It therefore differs from stones that constitute components of immovable property. HD thus established that a meteorite as a starting point is not immovable property. This does not exclude according to HD that a meteorite after a time could become an integrated part of the land and even a recently fallen meteorite can immediately become so connected to the land that it integrates with it; it is the externally observable circumstances that are decisive.

In the current case, the meteorite had been found in a moss-covered area on a rock outcrop. It had recently fallen and had not become integrated with the land. It was therefore movable property. Since the meteorite was not owned by anyone or was in anyone's possession, the geologists had the right to take the meteorite with them. By taking the meteorite into possession, the geologists acquired the ownership right.

Takeaways:

Movable property that is not owned by anyone and is not in anyone's possession and which is found on another's property is permitted for a finder to take with them from the property. Through this, the finder makes a taking of possession and acquires the ownership right. Whether something is movable property is determined through a contrario interpretation of the Land Code's rules on what is immovable property. Objects that have become an integrated part of the land are immovable property. A recently fallen meteorite is as a starting point not immovable property and in that case belongs to the finder if they take possession of it.

"The Skytteholm shop" – question of whether a tenant who themselves opens shops in the nearby area loses their security of tenure (NJA 2025 p. 39)

Background

A food chain rented for ten years a food shop with associated car parks in Skytteholm, Solna municipality. The then landlord gave notice of termination of the tenancy agreement to expire at the end of the tenancy period on 30 September 2018. As grounds, the landlord stated demolition/reconstruction.

The tenant did not want to leave the premises without compensation and therefore referred the dispute to the rent tribunal for mediation. During the mediation, the landlord sold the property to a new owner. In October 2018, the new owner (hereinafter the landlord) and the tenant agreed to enter into a new shorter tenancy agreement, which ran until 31 December 2019.

The landlord then in March 2019 gave notice of termination of the agreement to expire at the turn of the year 2019/2020. As grounds for the termination, the landlord stated that the property would be developed and refined: the shop area would be demolished and converted into premises and the car parks would be replaced by housing. At this time, there was no demolition permit or any new detailed plan for these measures.

The food chain opened a shop in Solna centre in March 2019. The landlord had offered a replacement premises in Solna, but the chain did not accept that premises and demanded damages.

The question in the case

HD had to decide whether the tenant had the right to damages on the grounds that the agreement expires or whether the landlord had grounds to break the security of tenure. According to Chapter 12, Section 57 of the Land Code, the landlord has the right to give notice of termination of the agreement without liability for damages, amongst other things if the building is to be demolished or undergo major reconstruction, provided either that the agreement contains a condition about demolition or that the landlord can offer the tenant an acceptable replacement premises. This legal provision is usually called "the demolition clause". If these conditions are lacking, the landlord may still have the right to give notice of termination of the agreement without liability for damages, if the landlord has justified reason to dissolve the tenancy relationship, the so-called general clause.

HD's assessment

HD found that the tenant in October 2018, when the new agreement was entered into, must have been aware that the new landlord planned to demolish or rebuild the building. However, there was no demolition condition or any other support for the tenant having expressly declared that they waived the security of tenure (and right to damages in case of termination). The landlord was therefore obliged to designate an acceptable replacement premises to avoid liability for damages. The premises that the landlord designated was not, however, assessed as acceptable for several reasons: it was designated at a late stage, it was smaller, in a significantly worse location and with worse design, and the detailed plan also did not permit daily goods trade in the replacement premises.

The question was then whether the landlord despite what has been said had justified reason to dissolve the tenancy relationship. This involved a balancing between the landlord's interest in developing the property and the tenant's interest in remaining in the premises. HD noted that it would normally be weighed in the tenant's favour that the offered replacement premises was not acceptable, but that the circumstances in the case were special. The food chain had opened a shop in Solna centre at the same time as the tenancy agreement was terminated and also had a shop in Sundbyberg. The two shops were in the vicinity of the Skytteholm shop and therefore had adjacent or overlapping catchment areas. This had affected the landlord's possibility to designate an acceptable premises in the nearby area. Furthermore, it was significant that the Skytteholm shop's turnover was affected by the shop in Solna centre opening, which affects the interest in retaining precisely the Skytteholm shop.

Taken together, HD therefore found that the balancing of interests should fall in the landlord's favour. The landlord therefore had justified reason to dissolve the tenancy relationship and thereby no obligation to compensate the tenant.

Takeaways:

For the landlord, it is important to agree in writing and expressly on a demolition condition if that is the intention. That the tenant was aware of the intention is not sufficient, but one can become obliged to designate a replacement premises. It is furthermore important that the replacement premises is designated as close as possible to the termination. That the replacement premises had been offered at a late stage was weighed in together with other factors and meant that the demolition clause did not become applicable.

Even if the tenancy agreement lacks a demolition condition or if the landlord does not designate an acceptable replacement premises, the landlord can in very special cases still avoid liability for damages. An open dialogue with the tenant can be weighed in the assessment. As a tenant, an establishment in the nearby area can weaken one's own position. If one is considering expanding in the nearby area, one should consider the advantages against the risk that it affects the balancing of interests negatively in a termination dispute.

"The bathroom in Jönköping" – question of when a consumer construction contract is deemed completed (NJA 2025 p. 805)

Background

The case concerned a consumer dispute between a contractor and two spouses whose bathroom had been renovated. The work was performed mostly at times when the spouses were not at home. When the spouses came home in the evening on 14 July 2019, the contractor had removed all tools and protective paper and left cleaning instructions for newly renovated bathrooms. The spouses perceived this as the construction contract being completed.

After the spouses pointed out defects in the performance of the renovation, a dispute arose about the contractor's right to remedy the defects. The contractor eventually brought an action against the spouses and demanded payment for work performed. The contractor considered that the construction contract was not completed on 14 July 2019, but that the spouses had interrupted the construction contract and that the contractor thereby had the right to compensation for the part of the construction contract that was performed.

Both the district court and the Court of Appeal noted that the construction contract was not completed. HD granted leave to appeal in the question of whether the construction contract had been completed according to Section 12 of the Consumer Services Act as a result of what had occurred on 14 July 2019.

The question in the case

The case raises the question of when a consumer construction contract can be deemed completed according to Section 12 of the Consumer Services Act.

HD's assessment

HD noted that the question of whether a service is defective should be assessed with regard to the circumstances at the time when the assignment was completed according to Section 12 of the Consumer Services Act. The assignment is in principle deemed completed when the consumer has made it clear that the trader considers themselves to have completed the service. The trader does not need to expressly inform the consumer that the assignment is completed.

HD further stated that if the assignment is performed in the consumer's home, it may appear that the trader has completed the service, for example, through the contractor having cleaned up after themselves and removed their equipment. The work can also be deemed completed despite certain minor details remaining. Then it should, however, be required that the work has been performed to such a degree that the functionality can be assessed and it is possible to determine whether there are defects in the service. If the parties have agreed that a formal inspection shall be performed when the work has been completed, the assignment can, however, normally not be deemed completed until the inspection has been carried out.

In its reasoning, HD highlighted that in certain cases a question may arise about whether the provisions on defects or delay should be applied when it turns out that the trader has not performed all the work that follows from the agreement. HD stated that if the consumer has made it clear that the trader in good faith considers that all work is performed, the rules on defects should be applied whereby the assignment is deemed completed. In other cases, it should instead be seen as delay.

From the evidence, it emerged that the only thing that remained after 14 July 2019 was to install a glass shower door and a minor electrical installation. The purpose of removing protective paper and tools and leaving cleaning instructions could according to HD not be perceived in any other way than that the spouses should be able to start using the bathroom. Through its actions, the contractor had thereby given the spouses grounds for the opinion that the work was completed. This was also not changed by the contractor offering to remedy certain defects or that the parties later agreed on inspection of the bathroom. HD thus found that the construction contract was completed on 14 July 2019. The case was therefore remitted to the district court for continued processing (the district court and the Court of Appeal had reached the opposite conclusion and based their judgments on that).

Takeaways:

A consumer construction contract can be deemed completed even without express notification of this. As a contractor, one should therefore avoid giving signals that can be interpreted as the work being completed if that is not the intention. Such signals can be removing tools and protective material, cleaning of the work area or leaving usage or cleaning instructions to the consumer.

The time when the construction contract is deemed completed has several consequences. It affects the payment obligation, the defect assessment, the transfer of risk and possible delay.

Later offering to remedy defects or carry out inspection does not change when the assignment was originally deemed completed. If the parties have, however, agreed that a formal inspection shall be performed when the work is completed, the assignment can normally not be deemed completed before then.