Tolkning av stiftelseförordnanden – Särskilt om valet av tolkningsmetod mot bakgrund av stiftelseinstitutets särart

Sammanfattning

The foundation as a legal institution fundamentally rests on respect for the founder’s intent. The ultimate expression of this intent is the foundation deed (stiftelseförordnande), in which the founder defines the framework for the activities to be conducted by the foundation. The deed also serves as the foundation’s primary governing document. The foundation deed exhibits a dual nature. On one hand, it functions as a forward-looking and binding instrument for the foundation's administration, sharing distinct similarities with governance documents in association law such as articles of association and bylaws. On the other hand, the deed ulti-mately represents a unilateral expression of intent by the founder, which closely connects it to gratuitous legal acts, such as wills. Historically, princi-ples governing the latter have guided the interpretation of foundation deeds. The question is whether this approach is justified. The purpose of this thesis is to examine which principles should govern the interpretation of foundation deeds. Within the scope of the thesis, the choice between a subjective method of interpretation, based on the founder's intent, and a more objective method derived from association law, where greater emphasis is placed on the literal wording of the governing document, is analyzed. To answer this question, the unique characteristics of foundations in relation to associations are analyzed, alongside the legal nature of the foun-dation deed compared to both governance documents and unilateral gratuitous legal acts. In addition to these systematic comparisons, the thesis primarily employs a legal dogmatic method, supplemented by concluding de lege ferenda considerations. The analysis shows that the character of the foundation deed cannot be ful-ly categorized as either governance documents or unilateral gratuitous legal acts but rather emerges as a legal instrument sui generis. Neither the objective nor the subjective methods of interpretation, in their pure forms, fully accom-modate the unique characteristics of the foundation. Over time, the subjective method risks leading to speculative reconstructions of the founder's intent, whereas the objective method risks making the administration overly rigid and increasing the need for judicial alteration procedures (permutation). Neverthe-less, the thesis concludes that foundation deeds should be interpreted in ac-cordance with the principles of unilateral gratuitous legal acts, with the word-ing of the deed as the primary point of reference. De lege ferenda, it has been considered whether a documentation duty within foundation administration would complement the subjective method of interpretation. While documentation is often advisable, a statutory duty is not considered appropriate. The heterogeneous nature of the foundations makes uniform regulation difficult to design without risking disproportionate admin-istrative burdens. Whether formation requirements should be raised has also been considered. This too is regarded as doubtful given the risks of reduced foundation formation and increased demands on registration authorities.