- Högsta Domstolen (Supreme Court)
DISPUTE BETWEEN A PRIVATE CLINIC AND THE COUNTY COUNCIL OF STOCKHOLM - REFERENCE TO UNIDROIT PRINCIPLES IN SUPPORT OF THE SOLUTION ADOPTED UNDER APPLICABLE DOMESTIC LAW (SWEDISH LAW)
WRITING IN CONFIRMATION REQUESTED BY ONE OF THE PARTIES - AFTER RECEIVING WRITING NO PROMPT OBJECTION TO ITS CONTENT BY THAT PARTY - SILENCE AMOUNTING TO ACCEPTANCE - REFERENCE TO § 6(2) AND § 9 SWEDISH CONTRACT LAW AND, AMONG OTHERS, TO ARTS. 2.11.AND 2.12 UNIDROIT PRINCIPLES
In a dispute between a private clinic (“the Company”) and the County Council of Stockholm (“the Council”) concerning a request by the former for reimbursement of the cost of medical treatments it had provided, the question arose as to whether an exchange of e-messages between the parties had led to a binding agreement. According to the Company this was the case: indeed after the Council had requested the Company to put in writing the agreement the parties had previously reached informally, the Company did so and sent the text of the agreement to the Council which never replied and therefore had to be considered as having accepted the agreement.
In deciding in favour of the Company the Supreme Court first of all relied on a rule that has developed in Sweden based on a combination of § 6(2) and § 9 of the Swedish Contract Law and according to which if the addressee of an offer has asked for such offer and after receiving the offer does not promptly object to its content, the addressee is considered to have accepted the offer. However the Court, in support of its decision, also referred to foreign legislative texts such as §2-207 of the Uniform Commercial Code, Article 19 of the CISG, Article 2:208 of the Principles of European Contract Law and Articles 2.11 and 2.12 of the UNIDROIT Principles.