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Skiljeavtalets subjektiva omfattning i koncernförhållanden

Andersson, Magnus LU (2011) JURM01 20111
Department of Law
Abstract
This master thesis investigates the subjective scope of the arbitration agreement and whether a non-signatory group company can be bound by an arbitration agreement entered into by another group company within the same group. The investigation is based on a typical situation in which the non-signatory group company acts in conjunction with the signatory group company prior to, during and after execution of a main agreement. The purpose is to evaluate different legal theories and their applicability and relevance in the aforementioned situation. Consequently, the thesis rests on the assumption that there might be situations in which it is motivated to extend the application of the arbitration agreement to non-signatories.

The subject of... (More)
This master thesis investigates the subjective scope of the arbitration agreement and whether a non-signatory group company can be bound by an arbitration agreement entered into by another group company within the same group. The investigation is based on a typical situation in which the non-signatory group company acts in conjunction with the signatory group company prior to, during and after execution of a main agreement. The purpose is to evaluate different legal theories and their applicability and relevance in the aforementioned situation. Consequently, the thesis rests on the assumption that there might be situations in which it is motivated to extend the application of the arbitration agreement to non-signatories.

The subject of the thesis is investigated against a background of legal concepts such as the accession to the arbitration agreement, the doctrine of separability, the choice of law, the arbitrators’ determination of their mandate and the interpretation of the arbitration agreement. Moreover, the thesis provides a thorough description of the position of the subjective scope of the agreement in Swedish law. The thesis also provides a detailed overview of applicable legal theories or models such as agency, implicit conclusion of contracts (NJA 1977 s. 92 and NJA 1982 s. 244), party substitution, trade usage, beneficial third party contracts, piercing of the corporate veil and the potential existence of a specific legal rule based on the international group of companies doctrine. The international perspective of the issue, with a particular emphasis on France, England and USA, is presented briefly in section four.

Each model and its relevance is analysed in depth in section five. It is concluded that the process in which a party enters into an arbitration agreement is subject to standard contractual principles. Consequently, the legal mechanism stipulated by the Supreme Court in NJA 1982 s. 244 (implicit conclusion of contract) is the most appropriate model with which a non-signatory group company can be bound by an arbitration agreement in such a situation as set out above. Furthermore, it is concluded that, in the opinion of the author, a specific legal rule addressing the issue of non-signatories is superfluous. (Less)
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author
Andersson, Magnus LU
supervisor
organization
course
JURM01 20111
year
type
H3 - Professional qualifications (4 Years - )
subject
keywords
Processrätt, Skiljemannarätt, Skiljeavtal, Skiljeavtalets subjektiva omfattning
language
Swedish
id
2124272
date added to LUP
2011-08-30 17:27:33
date last changed
2011-08-30 17:27:33
@misc{2124272,
  abstract     = {This master thesis investigates the subjective scope of the arbitration agreement and whether a non-signatory group company can be bound by an arbitration agreement entered into by another group company within the same group. The investigation is based on a typical situation in which the non-signatory group company acts in conjunction with the signatory group company prior to, during and after execution of a main agreement. The purpose is to evaluate different legal theories and their applicability and relevance in the aforementioned situation. Consequently, the thesis rests on the assumption that there might be situations in which it is motivated to extend the application of the arbitration agreement to non-signatories.

The subject of the thesis is investigated against a background of legal concepts such as the accession to the arbitration agreement, the doctrine of separability, the choice of law, the arbitrators’ determination of their mandate and the interpretation of the arbitration agreement. Moreover, the thesis provides a thorough description of the position of the subjective scope of the agreement in Swedish law. The thesis also provides a detailed overview of applicable legal theories or models such as agency, implicit conclusion of contracts (NJA 1977 s. 92 and NJA 1982 s. 244), party substitution, trade usage, beneficial third party contracts, piercing of the corporate veil and the potential existence of a specific legal rule based on the international group of companies doctrine. The international perspective of the issue, with a particular emphasis on France, England and USA, is presented briefly in section four.

Each model and its relevance is analysed in depth in section five. It is concluded that the process in which a party enters into an arbitration agreement is subject to standard contractual principles. Consequently, the legal mechanism stipulated by the Supreme Court in NJA 1982 s. 244 (implicit conclusion of contract) is the most appropriate model with which a non-signatory group company can be bound by an arbitration agreement in such a situation as set out above. Furthermore, it is concluded that, in the opinion of the author, a specific legal rule addressing the issue of non-signatories is superfluous.},
  author       = {Andersson, Magnus},
  keyword      = {Processrätt,Skiljemannarätt,Skiljeavtal,Skiljeavtalets subjektiva omfattning},
  language     = {swe},
  note         = {Student Paper},
  title        = {Skiljeavtalets subjektiva omfattning i koncernförhållanden},
  year         = {2011},
}