Judgment in The Supreme Court, 17 May 2023. Case No. Ö 4116-22

Summary: After certain disputes arose over several fuel caps delivered in 2020, the claimant filed a lawsuit against the respondent before the District Court requesting the District Court to order the respondent to repay a certain amount for the fuel caps. The respondent objected to the claim and argued that the action should be dismissed because the dispute was covered by an arbitration agreement between the parties.

Pursuant to the Swedish Arbitration Act, an arbitration agreement may relate to future disputes concerning a legal relationship specified in the agreement. Regarding the concept of legal relationship, the Supreme Court noted that the description of the contractual relationship established between the parties through a framework agreement can be sufficiently specified for an arbitration agreement regarding future disputes concerning both the framework agreement and subsequent call-off agreements to be considered to derive from a legal relationship as referred to in the Arbitration Act. The requirement of a specified legal relationship does not entail that an arbitration agreement may only relate to agreements already concluded. An arbitration clause in a framework agreement can also become binding in respect of disputes concerning a call-off agreement, in that an arbitration clause in the framework agreement supplements and becomes part of the call-off agreement.

The Supreme Court found that the deliveries of fuel caps made in 2020 were covered by purchase orders that the respondent had issued in 2014 in accordance with the 2007 framework agreement. Thus, disputes arising from these orders were covered by the arbitration clause in the framework agreement.

The Supreme Court further found that the claimant’s claims were also covered by the arbitration clause in the respondent’s general terms and conditions. In this regard, the Supreme Court noted that the purchase orders from 2014 contained a reference to the respondent’s general terms and conditions, which contained an arbitration clause corresponding to that in the framework agreement. The purchase orders also referred to a web address where the general terms and conditions were available. Thus, the general terms and conditions were available for the claimant to read. In accordance with the applicable precedent, the Supreme Court found that the claimant was thus bound by the arbitration clause in the general terms and conditions, as the company had made the delivery in accordance with the respondent’s order without objecting to the arbitration clause.