Although the Supreme Court of Finland has issued only one judgment relating to arbitration since 1999, the court is currently considering two such cases and it is expected that judgments in both cases will be issued in the next few months.
The first case concerns the question of whether a state court or an arbitral tribunal has jurisdiction over a dispute between a company and one of its shareholders.
According to the company's articles of association, all disputes between the company and its shareholders are to be settled by arbitration. This type of clause is generally not subject to difficulties in interpretation.
However, in this case the shareholder claims that the company must be placed in liquidation in accordance with Chapter 13, Section 3 of the Finnish Companies Act (734/1978). According to this provision, a court of law may, when exceptional grounds exist and if a shareholder has abused its influence in the company, order a company to be placed in liquidation once an action is brought by another shareholder. The main question in this case appears to be whether the arbitration clause in the articles of association supersedes Chapter 13, Section 3 of the Companies Act.
The second case pertains to the mitigation of an arbitration clause. Under Section 5 of the Finnish Arbitration Act (967/1992), an arbitration clause supersedes the jurisdiction of an ordinary court of law. However, an arbitration clause may be adjusted in its scope or set aside by a court where the contract is unreasonable or its application would lead to an unreasonable result, as is the case with any other term in a contract subject to Finnish law. The Supreme Court has issued only one judgment on narrowing the scope of an arbitration clause to date. In that case, the arbitration clause in question was held to be valid as drafted and was not set aside. However, the courts of appeal have set aside arbitration clauses in some cases (for further details please see "Courts Set Aside Arbitration Clause").
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