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CISG CASE PRESENTATION

Finland 5 November 1996 District Court of Kuopio (Butter case) [translation available]
[Cite as: http://cisgw3.law.pace.edu/cases/961105f5.html]

Primary source(s) of information for case presentation: Case text

Case Table of Contents


Case identification

DATE OF DECISION: 19961105 (5 November 1996)

JURISDICTION: Finland

TRIBUNAL: Käräjäoikeus [= KO = District Court] of Kuopio

JUDGE(S): Unavailable

CASE NUMBER/DOCKET NUMBER: 95/3214

CASE NAME: Unavailable

CASE HISTORY: 2d instance Court of Appeal of Eastern Finland (S 96/605) 27 March 1997 [Text reported below with the District Court ruling (the District Court judgment provided for joint and several liability of seller and seller's CEO). The CISG issues were not appealed; the appeal only has to do with the joint liability of seller's CEO.]

SELLER'S COUNTRY: Turks and Caicos Islands [seller] / Finland [seller's CEO] (defendants)

BUYER'S COUNTRY: Lithuania (plaintiff)

GOODS INVOLVED: Butter


Classification of issues present

APPLICATION OF CISG: Yes [Article 1(1)(b)]

APPLICABLE CISG PROVISIONS AND ISSUES

Key CISG provisions at issue: Articles 47 ; 49(1) ; 74 ; 77 ; 78 ; 84(1) [Also relevant: Article 81 ]

Classification of issues using UNCITRAL classification code numbers:

47A [Buyer's right to fix an additional period of time of reasonable length for performance by the seller of his obligations];

49A [Buyer's right to avoid contract (grounds for avoidance): fundamental breach of contract; seller does not deliver or refuses to deliver];

74A ; 74B [General rules for measuring damages: loss suffered as consequences of breach (includes loss of profit); Outer limits of damages (foreseeability of loss): foreseeability of rate of interest in Lithuania];

77A [Obligation to take reasonable measures to mitigate damages];

78A [Interest on delay in receiving price or any other sum in arrears];

84A [Seller bound to refund price must pay interest]

Descriptors: Avoidance ; Fundamental breach ; Nachfrist ; Damages ; Profits, loss of ; Foreseeability ; Interest ; Mitigation of loss

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Editorial remarks

EDITOR: Sanna Kuoppala

Excerpt from "The Application and Interpretation of the CISG in Finnish Case Law 1997-2005" (April 2009)

DISTRICT COURT OF KUOPIO, 95/3214 (5 NOVEMBER 1996)

3.1   Classification of the issues present
3.2   Jurisdiction
        3.2.1   Facts of the case
        3.2.2   Decision on the jurisdiction
                    3.2.2.1   Judgement of the District Court
                    3.2.2.2   Judgment of the Court of Appeal
        3.2.3   Decision on jurisdiction analysed
3.3   Buyer's right to declare the contract avoided
        3.3.1   Facts of the case
        3.3.2   Applicable law
        3.3.3   Avoidance of the contract in case of non-delivery
        3.3.4   Decision on avoidance of the contract
3.4   Damages
        3.4.1   Facts of the case
        3.4.2   Decision of the District Court

[...]

3.1 Classification of the issues present

The case involved a sale of butter from a Seller from Turks and Caicos Islands, overseas territory of the United Kingdom (the defendant) to a Lithuanian Buyer (the plaintiff). The Seller's CEO (identified as K) was from Finland (also a defendant).[140] The questions in dispute included the Buyer's right to avoid the contract and the evaluation of damages. See below for English translation of the case by Jarno Vanto. The Court of Appeal of Eastern Finland, S 96/605 (27 March 1997) tried the case only in the relation to the joint liability of the Seller and the Seller's CEO. The District Court judgement provided for joint and several liability of the Seller and the Seller's CEO. The CISG issues were not appealed.

3.2 Jurisdiction

3.2.1 Facts of the case

In its response to the Buyer's claim, the Seller argued that the claim was inadmissible as the District Court had no jurisdiction to hear the case. The case involved a dispute relating to the interpretation and enforcement of a contract. The Seller alleged that, according to the Contract of Sale, an arbitration panel set up by the Helsinki Chamber of Commerce had jurisdiction over disputes arising out of the aforesaid circumstances. The arbitration clause excluded other fora. The contract referred to in the statement of claim by the Buyer was an interim contract and it included that arbitration clause. By signing the contract, K had become bound by it in a manner that a claim against him should also have been brought before an arbitration panel.

Seller further alleged that, in any event, this case could be admitted only in Turks and Caicos Island, the place of business of the Seller. This case could not be heard in a general court in Finland because the Seller did not do business in Finland in any locale. The signing of the contract in Kuopio was accidental. Not even the claim directed at K could be admitted anywhere else but in the forum where the company had its place of business. K was not the CEO of the Seller. He had only acted as an intermediary and he had no general authority to act on behalf of the Seller. Instead, the company gave him guidelines and an authority to act for each individual situation. K had simply brought the Buyer and the Seller together. The Seller was established according to regulations of the State where the company was registered. K was not a shareholder of the company, nor was he liable for its obligations in any other manner.

The Buyer responded that, as far as the Seller was concerned, the Finnish forum was a general court and the arbitration clause only covered disputes particularly agreed upon or specified in the arbitration clause. Because the current dispute did not concern interpretation or carrying out of the contract, the case could not be resolved by an arbitration panel.

The contract had been made by means of a fax and a phone conversation in a situation in which the Buyer was in Lithuania and the Seller was in Kuopio, Finland. The contact information of the Seller referred to Kuopio, which was the only place of business of the Seller known to the Buyer. Jersey (the place where the Seller allegedly did business) only had a P.O. Box address and the allegation concerning Jersey as a place of business cannot be taken seriously. The burden of proof over the company being administered from somewhere else than from Finland, was on defendants.

When a company bases its operations in Kuopio, it can be called as a defendant before the District Court of Kuopio, regardless of where its actual place of business is. Additionally, the Seller can be sued in Kuopio, because the lawful forum according to Chapter 10, Section 7 of Code of Procedure is Kuopio.[141] Regardless of whether K was the CEO of the Seller, by signing the contract and by acting negligently in transferring the money, he was liable for the claims.

3.2.2 Decision on the jurisdiction

3.2.2.1 Judgement of the District Court

The District Court ruled that the case could be tried in its entirety in the District Court. The statement of claim of the Buyer was based on the circumstances that the Contract of Sale into which the Buyer and the Seller had entered into on 24 February 1995, had been declared avoided. The claim of the Buyer concerned the return of the advance payment, compensation for interest expenses and damages. The performance of the sale was no longer possible. Consequently, the statement of claim did not concern the difficulty in interpreting the performance of the contract referred to in Section 8 of the contract, disputes arising out of which should have been tried by an Arbitration Panel.

The contract referred to in the statement of claim was signed on behalf of the Seller by K, who had indicated his position to be that of the CEO. The contact information of the Seller referred to Kuopio, which was also the hometown of K. The contract had been made using a fax and a phone conversation in a situation in which the Buyer had been in Lithuania and the Seller in Kuopio. On these grounds, the Court held that it was apparent that K had been the CEO of the company and that the company was doing business in Kuopio. Notwithstanding the address abroad communicated by the company and the place of registration of the company, the object of the statement of claim could be tried in this Court in its entirety.

Further, claims directed at different defendants can all be tried in the same Court where one of the defendants has been sued if the claims are brought simultaneously and they are based on essentially the same grounds. As the Court had jurisdiction over the claim directed at the company, the claim directed at K could also be tried in this Court. The Court finally held that the judgement could be appealed only in connection with the main issue.

3.2.2.2 Judgement of the Court of Appeal

The Court of Appeal tried the case only in relation to the K's appeal that the claim should be dismissed. The judgement against the Seller was not appealed.

The relevant clause of the contract, clause 8 stated:

This contract is governed by the rules of the Authorities of the International Chamber of Commerce. Both parties are relieved from liability of carrying out the duties under the Contract, if the said non-performance results from force majeure impediments, such as strikes, riots, decisions of governments or other authorities etc.

If difficulties appear in interpreting the carrying out of the contract, all parties are bound to obey the decision, which has been arrived at by using the rules of the Authorities of the International Chamber of Commerce.

If common ground is not reached, the Dispute shall be resolved under the Arbitration of the Helsinki Chamber of Commerce.

The Court of Appeal held that the wording of the contract did not indicate that only some of the disputes are handled through arbitration and some in a general court. The original claim had been objected on grounds, among others, that the defendants have not breached the contract in a manner which would have justified the avoidance of the contract and thus the dispute should had been resolved through arbitration. As K had referred to this circumstance before replying to the main claim the District Court should have dismissed the claims in relation to K. The judgment of the District Court was repealed as to K's joint and several liability with the Seller (the company) for returning the advance payment, damages and legal fees.

3.2.3 Decision on jurisdiction analysed

Freedom of contract is the fundamental idea of international sale of goods. The parties can agree upon the terms of their contract, including the forum for the disputes. This case demonstrates the fact that in doing so, all parties should act very attentively and make sure that they understand fully the consequences of the chosen wording or clause. Taking the actual wording of the arbitration clause in the contract, it is not clear how the District Court came to the conclusion that it did.

The question lies in what is meant by the clause "This contract is governed by the rules of the Authorities of the International Chamber of Commerce. ... If difficulties appear in interpreting the carrying out of the contract". The CISG issue whether the Seller had breached the contract in a way to justify the Buyer's avoidance of the contract seems to be covered by this clause. However, the identification of the parties and the responsibility of the parties involved are more of procedural issues and are not related to the sale of goods. Professor Hemmo has analysed the problem relation to arbitration clauses that restrict the jurisdiction of the arbitration panel in some respects.[142] Economic efficiency would suggest that it is not the best solution to separate issues for different process. However, this argument does not justify the arbitral tribunal extending its own jurisdiction. The parties' intention as to the meaning and purpose of their agreement is decisive, in order to extend the literal sphere of the arbitral tribunal's jurisdiction.[143]

As to the substance of the CISG issue and the decision in relation to the avoidance of the contract discussed above, it is impossible to speculate whether an arbitration would have reached a different solution.[144]

3.3 Buyer's right to declare the contract avoided

3.3.1 Facts of the case

The Buyer stated that on 24 February 1995 the Buyer had entered into a contract with the Seller for a consignment of 100,000 kilograms of butter to be delivered to Russia. The Seller was represented by K, the CEO of the Seller. The Buyer had made an advance payment of 79,800 USD on 15 March 1995 for a consignment of 40,000 kilograms of butter. The Seller had transferred the money over to the United States to C Trading Group Inc. that was supposed to deliver the butter consignment to St. Petersburg, Russia. When this consignment did not arrive in St. Petersburg, the Buyer had declared the contract avoided based on delay in delivery. The Buyer demanded that the defendants, the Seller and the Seller's CEO, should pay back the Buyer -- jointly and severally -- the advance payment. The demands for interest and other damages are discussed above.

The Seller denied the claim in its entirety. The Seller alleged that it had no duty to return the part of the sale price paid in advance because the Buyer had had no grounds to declare the contract avoided. After the delivery had been delayed, the Buyer should have accepted the Seller's offer concerning the delivery of a test consignment from the company warehouse in St. Petersburg or some other measure for fulfilling the contractual obligations.

3.3.2 Applicable law

The United Kingdom has not ratified the CISG. In Finland the CISG has been in force since 1 January 1989.

The District Court referred first to the Finnish Act on the Law Applicable to the Sale of Goods of International Character (26 June 1964/387, as amended by the Act 27 May 1988/468). According to Section 4, if the parties have not agreed on the applicable law, the law applicable to the sale is the law of that country where the seller had its place of business when he accepted the order. The true identity of the Seller and the relationship of K to the company had remained unclarified in the case. In this situation, the Court held that K had been the Seller in the sale, K's place of business had been Kuopio and thus the Finnish law was applicable.

According to CISG Article 1(1)(b), the Convention is applicable to sales contracts between parties whose places of business are in different States and when the rules of private international law lead to the application of the law of a Contracting State. On these grounds, CISG was applicable.

The approach the District Court adopted is acceptable. The CISG is applicable not only when both parties come from different Contracting States (Article 1(1)(a)) but also when the rules of private international law lead to the application of the law of a Contracting State.

3.3.3 Avoidance of the contract in case of non-delivery

Article 30 introduces the basic obligation of the seller: the seller must deliver the goods and hand over any documents relating to them as required by the contract and the Convention. According to Article 33 the seller must deliver the goods on the date fixed by or determinable from the contract. Avoidance of the contract on the buyer's behalf is regulated by Article 49:

Article 49

(1) The buyer may declare the contract avoided:

(a) if the failure by the seller to perform any of his obligations under the contract or this Convention amounts to a fundamental breach of contract; or
(b) in case of non-delivery, if the seller does not deliver the goods within the additional period of time fixed by the buyer in accordance with paragraph (1) of article 47 or declares that he will not deliver within the period so fixed.

...

Article 47 regulates the consequences of the fixed additional period:

Article 47

(1) The buyer may fix an additional period of time of reasonable length for performance by the seller of his obligations.
(2) Unless the buyer has received notice from the seller that he will not perform within the period so fixed, the buyer may not, during that period, resort to any remedy for breach of contract. However, the buyer is not deprived thereby of any right he may have to claim damages for delay in performance.

The additional period of time concept provided by Article 47 provides assurance for the buyer not sure whether the non-delivery of goods substitutes a fundamental breach of the contract.[145] The concept of fundamental breach is defined in Article 25.[146]

However, as Professor Lookofsky has pointed out, the term "reasonable" may introduce a new element of uncertainty.[147] Professor Honnold sees that within the framework of the nature and the purpose of the Convention, the choice is given to the buyer to determine what is reasonable as the buyer is the aggrieved party.[148] Professor Will also stresses that the reasonableness of the period must be determined case-by-case taking into consideration all the relevant circumstances of the case.[149]

As to the contents of the notice under Article 47, it should be specific enough for a seller to realize that this the last chance to perform. In addition, the period of additional time must be stated in specific terms, either by referring to a certain date or by referring to a specific period, such as within a month from this date.[150]

3.3.4 Decision on avoidance of the contract

According the evidence, the Buyer had on 11 April 1995, made a statement to K, the CEO of the Seller, stating that the Seller had not fulfilled its duties. The documents involved in the sale had been late for 20 days at that time and the delivery of the goods from the factory had been late for 13 days in relation to what had been agreed. However, by giving the delivery address to the Seller the Buyer could be regarded as giving up his right to declare the contract avoided at that time. No additional terms in relation to the delivery were however required. The Buyer had a general right to inspect the goods delivered. On 20 April 1995, the butter had not yet been delivered. The Buyer had declared the contract avoided for the second time on 5 May 1995 because the goods had not been delivered as agreed.

The Court held that the delivery had been late for several weeks in relation to what had been agreed on. The Buyer had not received any documents concerning the goods to be delivered. The Buyer had properly declared the contract avoided. The Buyer had declared the contract avoided with a notification delivered to the opposing party. The goods have remained undelivered and the Seller had not delivered the goods within the additional period set by the Buyer. The Buyer was entitled to recover the paid sale price.

The Seller's argument that the delivery of goods could not been carried out because the representative of the C Trading Group Inc. had denied the required inspection and thus given up the delivery was not credible. Based on the evidence presented, the real reason for non-delivery was that C Trading Group Inc. was unable to deliver the butter altogether.

It is certainly unclear whether the requirements as to the contents of the notice under Article 47 were fulfilled. Did the Buyer fix a specific, reasonable period for the performance? On the other hand, the Court seems to state that the non-delivery was substantial and thus would qualify as a fundamental breach of the contract even though the Court does not evaluate the relevant CISG provision, Article 25. When the Buyer declared the contract avoided the second time, the delay in delivery was more than a month. The evaluation of fundamentality of the delay is in line with Pretura circondariale di Parma, sez. di Fidenza, 77/89 (24 November 1989) where two months delay was considered fundamental as the contract required.[151] The reasoning of the Court is not however clear enough and more accuracy ought to be used in cases were international aspect is concerned.

3.4 Damages

3.4.1 Facts of the case

The Buyer demanded that the Seller be ordered to pay the Buyer an amount that consisted mainly of interest expenses caused to the Buyer and included also a restitution of the unreturned part of the advance payment.[152] Before the pre-payment, the Buyer had to take a loan from a bank in Lithuania. Due to the defendants' actions, the Buyer had been unable to repay the loan on time which caused more interest to occur. In addition, because this was a matter of contractual breach, the defendants had to compensate also for the Buyer's lost profit. That amounted to 20% of the sale price, totalling U.S. $15,960.

The Seller argued that there were no grounds for the defendants' liability for financing costs of the Buyer, the amount of which in itself was undisputed.[153]

3.4.2 Decision of the District Court

Firstly, the District Court referred to the CISG. According to CISG Article 74, the buyer is entitled to damages for breach of contract consisting of a sum equal to the loss, including loss of profit suffered by the buyer as a consequence of the breach. Such damages may not exceed the loss which the party in breach foresaw or ought to have foreseen at the time of the conclusion of the contract, in the light of facts of which he then knew or ought to have known, as a possible consequence of the breach of contract.[154]

The defendants had denied their duty to pay damages for interest loss caused to the Buyer. However, according to his own statement, K had known that the Buyer would take credit to finance the advance payment. Consequently, K may have anticipated that interest loss might be caused to the Buyer if, for some reason, the sale would not go through. On these grounds, damages include compensation of interest loss. It had not been shown that K had knowledge of the interest rate level of Lithuania which essentially differed from the interest rate level in Western Europe. One could not even assume that he should have had knowledge thereof. It was estimated by the Court that K should have pre-estimated that the interest loss resulting from not fulfilling the contractual obligations could be about 10% of the sale price, meaning 8,000 USD.[155] In addition, the Seller was obliged to pay 45,716 USD as a restitution of the unreturned part of the advance payment. The amount of lost profit was seen as reasonable by the Court as the butter consignment bought by the Buyer had had a buyer.[156]

The decision of the Court in relation to the damages was well reasoned and relies strongly on the evidence presented in the case. However, the interesting question of the reasonable and foreseeable amount of the interest was not discussed in detail. More detailed analyses of Article 74 would have been more appropriate.

[...]


FOOTNOTES

[...]

140. On of the issues in dispute was who the contracting parties were. Seller argued that the claim was directed at the wrong defendant. The contract referred to in the statement of claim was only an interim one and the aim was that the Buyer and C Trading Group Inc. to which the Seller had transferred the advance payment, would make the actual contract on the delivery of the butter. Based on this, the claim should have been directed at C Trading Group Inc. The District Court held that the Buyer and C Trading Group Inc. were not in a contractual relationship with one another. This being so, C Trading Group Inc. would not be the correct defendant in the case to whom demands resulting from the avoidance of the contract should be directed at. Based on the evidence presented and the witness's heard, the Seller and the Buyer had signed an actual contract for delivery of butter. Other contracts signed by the Buyer have not been presented to the Court. None of the documents presented in the case indicated that the Buyer had entered or would enter into a contract with C Trading Group Inc. The final nature of the contract signed on 24 February 1995 was indicated by the circumstances: based on the contract the Buyer had already made a payment to the Seller and the wiring of the money was the responsibility of the Seller. Due to the fact that the Buyer had already taken the risk involved in the sale, C Trading Company Group Inc., who had delivered the butter, had no reason to enter any further contracts.

141. Chapter 10 Section 7(1) provides that if two or more persons are parties to the same civil case and the case cannot be thoroughly heard unless they are all together at one place to respond, the action may be brought in the court of the district to which the person primarily affected by the case belongs.

142. Hemmo 2005.

143. Hemmo 2005, p. 93.

144. Other issues in dispute included the identification of the responsible parties. The Buyer claimed that K and the Seller were both personally liable for damage caused to the Buyer based on their negligent actions and breach of contract. K was negligent in transferring the prepaid sum to a third party in United States. K was negligent in handling the money given to the company led by him. K has not taken any measures in relation to returning the money from the United States. The gross negligence of K amounts to personal liability for all the damage caused. Additionally K is personally responsible for duties of the Seller, because the Seller was established in an aim to circumvent the laws concerning minimum capital of a company and thus it cannot be regarded as a corporation. Consequently, the persons acting on behalf of such entity are personally liable for its obligations.

The defendant K argued that he was not liable for the sale price or damages in relation to the Buyer. The primary defence for K was that he was not the CEO of the Seller. K had no general authority to act on behalf of the Seller. The company gave the authority and guidelines to each individual case. In this case, K has just brought together the supplier of goods and the one ordering the goods. In this position, K was not liable for the obligations of the company. Even if it was regarded that K in fact acted as the CEO of the Seller, he still was not liable for the obligations of the company. K had acted carefully and as a prudent businessman, obeying the usages of international trade. Before the contract was made between the Buyer and the Seller, K, through his attorney, conducted background research on the existence and history of C Trading Group Inc. According to the information received, the company was reliable. K did not receive the payment made by the Buyer; instead it was transferred to the account of the Seller's Finnish lawyer. The money had been wired to an account opened by C Trading Group Inc. in the United States, out of which it should have been withdrawn after the necessary freight and shipping document had been presented. For some reason, the bank in the United States had given the money to C Trading Group Inc. in violation of the terms of the account.

The District Court held that the way K acted in transferring the money was grossly negligent. The evidence presented by the Buyer indicated that making a contract with the C Trading Group Inc. could be seen as questionable. The accuracy of the evidence had not been denied.

The District Court also held that K was personally responsible for the liabilities of the Seller. K had signed the contract made with the Buyer as the CEO of his company, the position in which the witness H regarded him as being in. Also, during the preparations for this case K had represented himself as the CEO. Not earlier than during the oral preparations did he notify that he handled the butter sale based on an assignment. K's own story of the coming about of the butter sale indicated that throughout the course of the events he had acted as an independent businessman. K did not mention anything that would support his statement as to having acted on commission from the Seller.

Because the Seller had been registered on a Caribbean Island and did business from an address located on Jersey Island, there was no documentary evidence of formal authority to act on behalf of the company. K had not wanted to give clarification as to the ownership of the company. Based on the evidence presented, the actual authority to act on behalf of the Seller had been in the hands of K. The Seller could be regarded as a company established through a formal capital investment and that could be identified with the business name used by K in his business. K was liable for the Seller's obligations at least to the extent of the sale in question.

145. Text of Secretariat Commentary on article 43 of the 1978 Draft (draft counterpart of CISG article 47); Lookofsky 2000, p. 120, Will in Bianca & Bonell 1987, p. 344.

146. See further Chapter 2.4.3 Fundamental breach of the contract.

147. Lookofsky 2000, p. 120.

148. Honnold 1999, p. 315.

149. Will in Bianca & Bonell 1987, p. 345.

150. Honnold 1999, p. 315. Will in Bianca & Bonell 1987, p. 345.

151. See further Chapter 2.4.4 Reasonable time for delivery.

152. The C Trading Group Inc. had returned the Buyer 34,904 USD out 79,800 USD as a return for the advance payment.

153. K's liability for the sale price or damages is dealt in footnote 144 above.

154. See further Chapter 4.7.2 General clause on damages.

155. The Buyer's claim for interest being 223,092 USD.

156. As the Buyer's legal fees, the District Court estimated the amount to be 70,000 FIM added with the fee of the U.S. law firm, being 11,403 FIM (amounting to 81,403 FIM equals to 13,691 at present) The expenses caused to the Buyer in clarifying the matter over in the United States had been necessary in handling this case. As these measures taken have led to partial return of the advance payment, they had been for the benefit of the defendants. The specifications of the legal fees of the Buyer were however in English. The specifications did not clarify, as required by the Law of Procedure Chapter 21, of what the fee consists of. Based on this, the Court has estimated the amount of legal expenses (Chapter 21, Section 14(1) provides a claim for the compensation of legal costs shall be made before the conclusion of the hearing of the case. A breakdown of the claimed costs and their bases shall be supplied.). The Court also reduced the amount of legal fees on the grounds that the claim for interest expenses had been only partially accepted.

[...]

See entire text of Sanna Kuoppala, "The Application and Interpretation of the CISG in Finnish Case Law 1997-2005" (April 2009)

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Citations to case abstracts, texts, and commentaries

CITATIONS TO ABSTRACTS OF DECISION

(a) UNCITRAL abstract: Unavailable

(b) Other abstracts

English: CISG Nordic website <http://cisgnordic.net/index.php?view=article&catid=55%3Acases-fi&id=103%3A1996-nov-05-dc&option=com_content&Itemid=96#abstract>

CITATIONS TO TEXT OF DECISION

Original language (Finnish): CISG Nordic website <"http://www.cisgnordic.net/961105FI.shtml>

Translation (English): Text presented below

CITATIONS TO COMMENTS ON DECISION

English: Article 78 and rate of interest: Mazzotta, Endless disagreement among commentators, much less among courts (2004) [citing this case and 275 other court and arbitral rulings]

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Case text (English translation)

Queen Mary Case Translation Programme

District Court [Court of First Instance] of Kuopio 5 November 1996
Court of Appeals, Eastern Finland 23 March 1997

Translation by Jarno Vanto [*]

CASE HISTORY

Plaintiff: A., Lithuania [Buyer]. Defendant 1: K, Kuopio, Finland; Defendant 2: S Trading Limited, Turks and Caicos Islands. Issue: Damages, etc.

Buyer's claim

The plaintiff [buyer] claims that the defendants should be liable to pay the [buyer] jointly and severally a total of U.S. $268,808, consisting of U.S. $45,716 restitution of an advance payment and U.S. $223,092 for interest expenses caused to the [buyer] plus lawful interest on arrears starting from one month after the issuance of judgment onwards. Additionally, the defendants should be liable to pay the [buyer] damages of U.S. $15,960 plus lawful interest on arrears from 20 March 1995 onwards and the legal fees of the [buyer] resulting from litigation in the U.S.A. and in Finland plus interest. A deduction of U.S. $6,905 can be made from legal fees because the defendant has already paid this amount.

Buyer's position

On 24 February 1995 [buyer] entered into a contract with [seller] for a consignment of 100,000 kilograms of butter to be delivered to Russia. [Seller] was represented by K, the CEO of [seller]. [Buyer] made an advance payment of U.S. $79,800 on 15 March 1995 for a consignment of 40,000 tons of butter. [Seller] transferred the money over to the U.S. to C Trading Group Inc. that was supposed to deliver the butter consignment to St. Petersburg, Russia. When this consignment did not arrive in St. Petersburg, [buyer] declared the contract avoided based on delay in delivery.

[Seller] has the duty to return the advance payment of the sale price.

K and [seller] are personally liable for damage caused to the [buyer] based on their negligent actions and breach of contract. K was negligent in transferring the prepaid sum and the obligations of the company he represented to the U.S. to a third party. K was negligent in handling the money given to the company led by him. K has not taken any measures in relation to returning the money from the U.S. The gross negligence of K amounts to personal liability for all the damage caused.

Additionally K is personally responsible for duties of [seller], because [seller] was established in an aim to circumvent the laws concerning minimum capital of a company and thus it cannot be regarded as a corporation. Consequently, the persons acting on behalf of such entity are personally liable for its obligations.

Before the pre-payment, [buyer] had to take a loan worth U.S. $79,800 from a bank in Lithuania. The interest rate for the loan was 7% per month. Due to defendants' actions [buyer] had been unable to repay the loan on 15 April 1995; this led to [buyer] having to pay interest on arrears at a rate of 0.5% per day.

C [Trading Group Inc.] has given [buyer] a sum total of U.S. $34,904 as a return for the advance payment. The debt of [buyer] to the bank totaled U.S. $ 268,808, consisting of U.S. $45,716 of capital, U.S. $5,586 of 7% interest and U.S. $217,506 of interest in arrears.

Because this was a matter of contractual breach, the defendants have to compensate also for [buyer's] lost profit. It amounts to 20% of the sale price, totaling U.S. $15,960. K, together with [seller], is liable for all the sums required from [seller].

Defendants' reply

This claim has to be held inadmissible. Kuopio Court of First Instance has no jurisdiction to hear the case, because this is a matter relating to the interpretation and enforcement of a contract. According to the Contract of Sale, an arbitration panel set up by the Helsinki Chamber of Commerce has the jurisdiction over disputes arising out of the aforesaid circumstances. The arbitration clause excludes other fora.

The contract referred to in the statement of claim was intermediary and it includes the said arbitration clause. By signing the contract, K became bound by it in a manner that a claim against him should also be brought before an arbitration panel.

In any event, this case can be admitted only in Turks and Caicos Island, the place of business of [seller]. This case can not be entertained in a general court in Finland because [seller] does not do business in Finland in any locale. The signing of the contract in Kuopio is accidental. Not even the claim directed at K can be admitted anywhere else but in the forum where the company has its place of business.

K is not the CEO of [seller]. He has only acted as an intermediary. K has brought the buyer and the seller together. Even the claim directed at K should be brought in the forum where the company has its place of business. K has no general authority to act on behalf of [seller]. Instead the company gives him guidelines and an authority to act for each individual situation.

[Seller] was established according to regulations of the State where the company was registered. K is not a shareholder of the company, nor is he is liable for its obligations in any other manner.

[Buyer's] reply as to the statement made by the defendant concerning the forum

As far as [seller] is concerned, the [Finnish] forum is a general court [of jurisdiction] and the arbitration clause only covers disputes particularly agreed upon or specified in the arbitration clause. Because the current dispute does not concern interpretation or carrying out of the contract, the case cannot be resolved by an arbitration panel.

The contract has been made by means of a fax and a phone in a situation where the buyer was in Lithuania and the seller was in Kuopio, Finland. The contact information of the seller referred to Kuopio, which is the only place of business of the seller known to the buyer. Jersey (the place where [seller] allegedly does business) only has a P.O. Box address and the allegation concerning Jersey as a place of business cannot be taken seriously. The burden of proof over the company being administered from somewhere else than from Finland, is on defendants.

When a company bases its operations in Kuopio, it can be called as a defendant to the Court of First Instance in Kuopio, regardless of where its actual place of business is. Additionally, Section 10:7 of The Law of Procedure provides that [seller] can be sued in Kuopio, because the lawful forum according to section 10:7 of The Law of Procedure is Kuopio.

Regardless of whether K is the CEO of [seller], by signing the contract and by acting negligently in transferring the money, he is liable for the claims.

Judgment of Court of First Instance, 21 May 1996

The Court of First Instance denied the pleadings of the defendants concerning the jurisdiction of the court and holds that the case can be tried in this court in its entirety.

Grounds

The statement of claim of the [buyer] is based on the circumstances, that the Sale Contract into which the [buyer] and [seller] had entered into on 24 February1995, has been declared avoided. The claim of the [buyer] concerns the return of the advance payment, compensation for interest expenses and damages. The performance of the said sale is no longer possible. Consequently, the statement of claim does not concern the difficulty in interpreting the performance of the contract referred to in Section 8. of the said contract, disputes arising out of which should be tried by an Arbitration Panel.

The contract referred to in the statement of claim was signed on behalf of the seller by K, who has indicated his position to be that of the CEO. The contact information of the seller refers to Kuopio, which is also the hometown of K. The contract has been made using a fax and a phone in a situation, where the buyer has been in Lithuania and the seller in Kuopio. On these grounds it is apparent, that K has been the CEO of the company and that the company is doing business in Kuopio. Notwithstanding the address abroad communicated by the company and the place of registration of the company, the object of the statement of claim can be tried in this Court in its entirety.

Claims directed at different defendants can all be tried in the same Court where one of the defendants has been sued if the claims are brought simultaneously and they are based on essentially the same grounds. Because this court has jurisdiction over the claim directed at the company, the claim directed at K can also be tried in this Court.

This judgment can be appealed only in connection with the main issue

Defendants' reply in the main issue

The claim must be denied in its entirety and the [buyer] has to be made to pay the legal fees of the defendants added with interest on arrears.

The claim is directed at the wrong defendant. The contract referred to in the statement of claim was only a temporary one, and the aim was that [buyer] and C would make the actual contract on the delivery of the butter. Based on this, the claim should have been directed at C.

[Seller] has no duty to return the part of the sale price paid in advance, because [buyer] had no grounds to declare the contract avoided. After the delivery had been delayed, [buyer] should have accepted [seller's] offer concerning the delivery of a test consignment from the company warehouse in St. Petersburg or some other measure for fulfilling the contractual obligations.

There are no grounds for defendants' liability for financing costs of [buyer], the amount of which in itself is undisputed.

K is not liable for the sale price or damages in relation to [buyer].

The primary defense for K is that he was not the CEO of [seller]. K had no general authority to act on behalf of [seller]. The company gives the authority and guidelines to each individual case. In this case, K has just brought together the supplier of goods and the one ordering the goods. In this position, K is not liable for the obligations of the company. Even if it was regarded that K in fact acted as the CEO of [seller], he still is not liable for the obligations of the company.

K has acted carefully and as a prudent businessman, obeying the usages of international trade. Before the contract was made between the [buyer] and [seller], K, through his attorney, conducted background research on the existence and history of C Trading Group Inc. According to the information received, the company was reliable. K did not receive the payment made by the buyer, instead it was transferred to the account of [seller's] Finnish lawyer. The money has been wired to an account opened by C in the U.S., out of which it should have been withdrawn until the necessary freight and shipping document had been presented. For some reason, the bank in the U.S. had given the money to C in violation of the terms of the account.

Buyer's bill of legal fees is excessive and unspecified. It has been supplemented with expenses resulting from settling disputes between [buyer] and C in the U.S. A reasonable amount of legal fees of the [buyer] is FIM 50,000.

[Buyer's] response to the reply of the defendants

The contract between [buyer] and C did not cover just the delivery. [Buyer] had grounds to declare the contract avoided because the delivery was delayed. Due to the principle of identification of liability, K is liable for the obligations of [seller]. [Seller] can be regarded as a one-man company.

The contractual relationship between [buyer] and C

The Court of First Instance holds that [buyer] and C were not in a contractual relationship with one another. This being so, C would not be the correct defendant in the case, to whom demands resulting from the avoidance of the contract should be directed at.

Evidence

[Seller] and [buyer] have signed the contract for delivery of butter referred to in the contract. Other contracts signed by [buyer] have not been presented to the Court.

Witness A has been an intermediary in the deal in a manner that K has been informed of the existence of the buyer, through H. After the signing of the contract, the representative of [buyer] has inquired from H, whether the sale goes through with this contract or whether there is a need for additional contracts. H assumed, that other contracts were not necessary and informed [buyer's] representative of this. Usually an intermediary does not sign contracts. H informed, that he has not made a single sale where he would be the seller or a buyer himself and the money would go through him.

Grounds

As a matter of fact, the butter has been delivered by C. The former General Manager of C, namely W, has presented his view on the real parties to the contract in the document marked as Exhibit 25. W brings forth that the parties to the contract were [buyer] and C. To prove this [seller] presents a draft contract that went to K for acceptance. Document marked as Exhibit 26 is a document which has been annotated by hand, that it is a draft contract. [Buyer] has not been mentioned in the text of the document, only [seller] and C. The document has been dated 24 March 1995 and it has been signed by W and K.

Exhibit 29 brings forth that [seller] had already on 20 March 1995 wired U.S. $7,800 (unclear) to the account of [seller]. The amount the [buyer] gave was U.S. $79, 800 according to [buyer].

The defendants have presented Exhibit 35, a document which, according to the defendant, also is a draft contract between C and [buyer]. It has also been dated 24 March 1995 and it also bears signatures of W and K. The document does not indicate in any way, that it was also meant to be signed by [buyer].

In Exhibit 25, W refers to a fax message of 16 March 1995, Exhibit 17, as an indication of [buyer] and C as the parties to the contract. In the said message, P notifies about the transfer of the money and about the delivery address for the butter. The temporary agreement is mentioned in the text.

In a fax message of 18 April 1995, marked as Exhibit 18, W notifies, that it has never entered into any contract with either [buyer] or [seller], but with a company named Ha. Ha is a company of I, also examined as a witness, who has acted as an intermediary in bringing C in as a seller to the butter sale in question.

Assessment

None of the documents presented in the case indicates, that [buyer] had entered or would enter into a contract with C. The final nature of the contract signed on 24 February 1995 is indicated by the circumstance that, based on the contract, [buyer] has already made a payment to [seller] and the wiring of the money was the responsibility of [seller]. Due to the fact that [buyer] had already taken the risk involved in the sale, C, who had delivered the butter, had no reason to enter any further contracts.

It is possible that [buyer] has needed the contract signed on 24 February 1995 to get credit from the bank. The wording of the contract, however, indicates that it is the actual contract on delivering the butter and the deliverer is K/[seller] and not any third party. Exhibit A, a notification by A to the General Manager P, supports this view.

The mention of temporary contract in the fax message of 16 March 1995 may be because P has been unsure of whether another contract has to be made to cover the delivery, as H has told. The statement by H supports the view, that there was no intention to make other contracts. The statement of H has not been proven as untrustworthy.

Exhibit 5 indicates that C could not have made another contract with [buyer] and has had a misconception of the name of the contracting party.

No significance can be given to W's statement, considering that it contravenes with Exhibit 5. His statement is unreliable due to reasons mentioned below in this judgment. Statements by K and other witnesses do not depart from one another concerning the coming about of the contract. Considering K's position in the case, his conception on the parties to the case can not be assigned with significance.

Through Exhibits 16, 33, 34 and 36 the defendants have wanted to show, that H and K have been in a similar intermediary position considering the butter consignment. K can be regarded as an intermediary, considering the statements made by K and witnesses. K, however, has made a contract concerning the delivery of butter, unlike, for example, H. K/[seller] has been marked as the seller in the contract and have received the sale price from the buyer. This has altered the position of the defendants into parties to the sale.

Buyer's right to declare the contract avoided

[Buyer] is entitled to declare the contract avoided based on delay on the seller's side.

CISG must be applied in the case.

[Buyer] is entitled to recover the rest of the sale price he has paid and damages, including loss of profit.

Evidence

Exhibit 4 indicates that [buyer] has, on 11 April 1995, made a statement to K, saying that the seller has not fulfilled his duties. The documents involved in the sale had been late for 20 days at the time and the delivery of the goods from the factory had been late for 13 days in relation to what had been agreed.

Exhibit 19 indicates that W has refused to declare the contract avoided. According to him the delay was not unreasonable and the contract does not include the right to declare it avoided. The fax message has been directed at P and K and it was meant to be a reply to [buyer's] statement. On the other hand, Exhibit 5 indicates that W denies being in a contractual relationship with [buyer].

Exhibit 20 indicates that not even during the following day has P received the documents involved in the sale or information concerning transportation trucks. P notes that, without analysis of the quality of the butter, the freight will not be unloaded and additionally, P has to accept the butter together with the final buyer.

Exhibit 22 indicates that the butter has not been delivered on 20 April 1995. In the fax message the delivery address has been marked as a monastery in Kiev. That is not mentioned in any other documents.

The fax message marked as Exhibit 6 indicates that [buyer] declared the contract avoided for the second time because the goods had not been delivered as agreed.

The fax message marked as Exhibit 23 indicates that the Secretary of C has made an inquiry on 16 May 1995 to P concerning the address of P.

K has told that, first P gave just the delivery address, even if he had declared the contract avoided. Then, on the next day he placed additional conditions concerning inspection of the goods. C refused the inspection of the goods. The butter was already in St. Petersburg then.

Grounds

The evidence indicates that due to reasons on the seller's side the delivery has been late for several weeks in relation to what had been agreed on. The buyer has not received any documents concerning the goods to be delivered. The buyer has properly declared the contract avoided.

[Buyer] can be regarded as having given up his right to declare the contract avoided when he gave the delivery address to the seller. However, not even then did the goods get delivered. The fax message from [buyer], dated 13 April 1995, does not indicate that [buyer] would have placed any additional conditions, instead the fax mentions the right to check the goods, a right normally granted to the buyer. However, despite P's fax, C seems to be presenting a delivery on 20 April 1995, to a strange address. [Buyer] has declared the contract avoided for the second time due to negligence on the seller's side.

K's statement, that C would not have been willing to allow the inspection suggested by P and thus given up on making the delivery, is untrue. Based on the evidence presented, the real reason is that C was unable to deliver the butter altogether.

According to law applicable to international sale of goods, Section 4, if the parties have not agreed on the applicable law, the law applicable to the sale is the law of that country, where the seller had its place of business when he accepted the order. The true identity of [seller] and the relationship of K to the company have remained unclarified in the case. In this situation, the Court holds that K has been the seller in the sale, K's place of business has been Kuopio in this case, so Finnish law is applicable in this case.

According to CISG Article 1, the Convention is applicable in sale contracts between parties whose places of business are in different States and when the rules of private international law lead to the application of the law of a Contracting State. On these grounds, CISG is applicable.

[Buyer] has declared the contract avoided with a notification delivered to the opposing party. The goods have remained undelivered and the seller has not delivered the goods within the additional period set by the buyer.

[Buyer] is entitled to recover the paid sale price.

The interest loss and damages

The amount of interest loss is U.S. $8,000.

The amount of lost profit is U.S. $15,960.

Calculation of damages

According to CISG Article 74, [buyer] is entitled to damages for breach of contract consisting of a sum equal to the loss, including loss of profit suffered by [buyer] as a consequence of the breach. Such damages may not exceed the loss which the party in breach foresaw or ought to have foreseen at the time of the conclusion of the contract, in the light of facts and matters of which he then knew or ought to have known, as a possible consequence of the breach of contract.

The defendants have denied their duty to pay damages for interest loss caused to [buyer]. According to his own statement, K has known that [buyer] will take credit to finance the advance payment. Consequently, K may have anticipated that interest loss might be caused to [buyer] if, for some reason, the sale would not go through. On these grounds, damages include compensation of interest loss.

It has not been shown that K knew the interest rates in Lithuania, namely 7% per month and 0.5% per day interest on arrears, which essentially differs from interest rates in Western Europe. One could not even assume that he should have known it.

It is the estimate of the Court, that K should have pre-estimated that the interest loss resulting from not fulfilling the contractual obligations could be about 10% of the sale price, meaning U.S. $8,000.

The amount of lost profit announced by the seller, namely 20%, the Court sees as reasonable. The butter consignment bought by the buyer has had a buyer.

The transfer of the advance payment to the U.S.

The way K acted in transferring the money is grossly negligent.

Evidence

The evidence presented by the buyer clarifies that matters decreasing the trustworthiness of the company and its general manager are connected to C and W.

K has managed to get through to C through the company of Witness I. The contact information of C's company has been solved by a translator R, who has testified as a witness in the case. Based on R's statement, the Court has found out, that the company was investigated on by calling there. R has talked with W, who has given a good and reliable picture of the company. W has told the company is financially sound and that it delivers goods to 35 countries and employs many lawyers. Based on this, they decided to ask an offer from C. R has told that he has had other foreign contacts too.

Exhibit 29 indicates that K, under the name of [seller], transferred a part of the advance payment to C's account, which was not a blocked account but a regular checking account.

Exhibit 2 indicates that the advance payment was supposed to go to seller's blocked account.

Exhibit 32 indicates that when negotiating over the declaration of avoidance, C has held the view that the advance payment had been paid by Ha.

Witness H told that advance payment is a standard procedure in sales like this. A blocked account is rarely used. About 80% of the sales take place without a guarantee. Letters of credit would be safe for both parties, but it are rarely used.

Exhibit 30 indicates that an effort has been made to obtain a power of attorney from K on behalf of [buyer] for collecting the advance payment from C. K has not signed the power of attorney.

Grounds

The buyer has presented documentary evidence concerning C, based on which making a contract with the company can be seen as questionable. The accuracy of the evidence has not been denied.

Identifying liability

K is personally responsible for the liabilities of [seller].

Evidence

Exhibit 28 indicates that the capital of the [seller] company is U.S. $5,000 split into one share worth U.S. $5,000 and the company is registered. Exhibit 27 indicates that the one share of the company is owned by a company registered in the Jersey Islands.

The defendant has denied owning the company or its shares.

K has signed the contract made with [buyer] as the CEO of his company, the position which witness H regarded him as being in. Also, during the preparations for this case K has represented himself as the CEO. Not earlier than during the oral preparations did he notify that he handled the butter sale based on an assignment.

When hearing K as a witness he himself has told about the history of the butter sale, saying that H contacted him while looking for a supplier for a 100 ton butter consignment. K was informed of the supplier by Ha and notified it to H. H, as a witness, has told a similar story.

Grounds

The defendants have alleged, that a prerequisite for a registration in Turks and Caicos Islands is paying of the share capita. No evidence has been presented to support this.

K's own story of the coming about of the butter sale indicates that throughout the course of the events he has acted as an independent businessman. K does not mention anything that would support his statement as to having acted on commission from [seller].

Because [seller] has been registered on a Caribbean Island and does business from an address located on Jersey Island, there is no documentary evidence of formal authority to act on behalf of the company. K has not wanted to give clarification as to the ownership of the company. Based on the evidence presented in the case, the actual authority to act on behalf of [seller] has been in the hands of K.

[Seller] can be regarded as a company established through a formal capital investment, which can be identified with the business name used by K in his business. K is liable for its obligations at least to the extent of the sale at dispute here.

Legal fees

The Court estimates the legal fees of the [buyer] as being FIM 70,000 added with the fee of the U.S. law firm, being FIM 11,403.28.

Grounds

The expenses caused to the [buyer] in clarifying the matter over in the U.S. have been necessary in handling this case. As these measures taken have led to partial return of the advance payment, they have been for the benefit of the defendants.

The specification of the legal fee of the [buyer] is in English. It does not clarify, as required by the Law of Procedure Section 21, of what the fee consists of. Based on this, the court has estimated the amount of legal expenses.

The Court has reduced the amount of legal fees the [buyer] has the ability to recover also on grounds, that the claim for interest expenses has been only partially accepted.

In addition to assisting K, who was granted a free trial, L has also represented [seller], excluding the preparations and the main proceedings that took place on 22 October 1996. The Court has taken this into considerations in estimating the amount L will receive from the State as compensation for handling the case.

The judgment

K and [seller] are obligated, jointly and severally, to pay a total of U.S. $69,676, consisting of U.S. $45,716 as a restitution of the advance payment, U.S. $8,000 as damages for interest expenses caused to the [buyer] and U.S. $15,960 for lost profit. The interest on arrears is the currently enforced interest rate of the Bank of Finland added with 7% for U.S. $53,716, beginning from one month after the issuance of judgment onwards and 16% for U.S. $15,960 beginning from 20 March 1995. The said amounts can be paid either with U.S. dollars or Finnish Marks according to the exchange rate of the date of payment.

The defendants are jointly and severally made to pay the [buyer] his legal fees of FIM 81,403.28, out of which the amount of U.S. $6,905 is reduced according to the exchange rate of the date of payment.

The legal fees are subject to an interest on arrears beginning from one month after the issuance of judgment onwards. The interest rate is the currently enforced interest rate of the Bank of Finland, added with 7%.

APPEAL

This judgment may be appealed to the Court of Appeals of Eastern Finland.


Court of Appeals of Eastern Finland
Judgment No. 336, 27 March 1997

The judgment appealed: Kuopio Court of First Instance 5 November 1996, No. 5477

[The Court of First Instance held seller and K, seller's CEO, jointly and severally liable. This was only an appeal by K, CEO of seller; the judgment against seller was not appealed.]

Appellant: CEO K, Kuopio [CEO of seller]; Defendant: A, Lithuania [buyer]

The demands presented in the Court of Appeals

In his appeal, K has renewed his statements appearing from the judgment of the Court of First Instance and has requested that the original claim of the [buyer] should be dismissed.

[Buyer] has replied and requested for the dismissal of K's appeal and compensation for his legal fees.

The judgment of the Court of Appeals

The contract in question is drafted in English. The content of the contract is as follows:

"8. Force majeure, arbitration and rules

"8.1. This contract is governed by the rules of the Authorities of the International Chamber of Commerce. Both parties are relieved from liability of carrying out the duties under the Contract, if the said non-performance results from force majeure impediments, such as strikes, riots, decisions of governments or other authorities etc.

"If difficulties appear in interpreting the carrying out of the contract, all parties are bound to obey the decision, which has been arrived at by using the rules of the Authorities of the International Chamber of Commerce.

"If common ground is not reached, the Dispute shall be resolved under the Arbitration of the Helsinki Chamber of Commerce."

The Court of Appeals holds that the part of the contract referred to reveals that the disputes arising out of the contract are resolved through arbitration. The wording of the contract does not indicate that only some of the disputes are handled through arbitration and some in a general court.

The statement of claim places a demand of returning the advance payment, damages for financing expenses resulting from the advance payment, and damages for the breach of contract. The claim has been objected on grounds, among others, that the defendants have not breached the contract in a manner which would have justified the avoidance of the contract.

The issue in dispute is a matter which, according to Section 8 of the contract, is to be resolved through arbitration. K has referred to this circumstance before replying to the main claim. Consequently, the Court of First Instance should have dismissed the claims in relation to K.

Judgment of the Court of Appeals

The judgment of the Court of First Instance is repealed as to K's joint and several liability with [seller] for returning the advance payment, damages and legal fees. Based on the Law governing Arbitration, the statement of claim directed at K is dismissed and K is relieved of all payment obligations. The amounts K was made to pay, added with interest, now remain to be paid by [seller] in their totality.

This judgment is final.


FOOTNOTE

* Jarno J. Vanto holds a Bachelor of Laws-degree and a Master of Laws-degree from the University of Turku and an LL.M. degree from the New York University School of Law. He is a member of the New York Bar. Mr. Vanto has authored a number of articles on data protection law and on international commercial agreements. He is the Editor-in-Chief and co-author of the International Privacy Guide and Co-Editor and co-author of the International Contract Manual, both published by West, a Thomson-Reuters Business.

All translations should be verified by cross-checking against the original text.

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