Svensk avtalstolkning för att nå ett rimligt avtalsinnehåll - Med fokus på problematiken kring användningen av engelska begrepp

Sammanfattning

This thesis clarifies how the Swedish model of contract interpretation is structured and applied in commercial relations, with particular emphasis on interpretative challenges arising from the use of English legal concepts. The purpose is to clarify how contractual content is determined under Swedish law and to analyse how principles such as the duty of loyalty and reasonableness influence the interpretative process. The thesis also examines how Swedish courts address internationally influenced contractual constructions, such as entire agreement and penalty clauses, when applied within a Swedish legal framework. The methodology is legal dogmatic and involves analysis of legislation, preparatory works and case law from the Swedish Supreme Court. As contract interpretation is only partially regulated by statute, judicial practice is given a central role. The analysis is supplemented by a limited functional comparative perspective highlighting differences between Swedish and English legal culture, particularly in relation to evidentiary issues and loyalty considerations. The thesis demonstrates that Swedish contract interpretation is pluralistic and pragmatic, relying on a contextual and holistic assessment in which purpose and commercial context often outweigh a strictly literal interpretation. The duty of loyalty operates as a key interpretative tool to achieve functionally sound outcomes and to prevent opportunistic exploitation of contractual ambiguities. The analysis further clarifies that English contractual concepts may lose their specific technical function when applied under Swedish law, as they are subjected to principles of free evaluation of evidence and functional interpretation. Legal certainty therefore presupposes careful contract drafting, in which international terms are clearly defined and adapted to Swedish interpretative principles. Keywords: contract interpretation, principle of loyalty, English legal concepts, legal dogmatic method, commercial contracts, reasonableness, imported contractual concepts.