CASE LAW FROM THE SWEDISH SUPREME COURT – A RETROSPECTIVE OF 2025

Happy New Year! In the first newsletter of the year, we have compiled some of the Swedish Supreme Court rulings from the past year that have attracted particular interest.

Happy reading!

PERSONAL LIABILITY OF DE FACTO REPRESENTATIVES

CASHCOM

On 15 May 2025, the Supreme Court delivered its judgment in the so-called CashCom case
(HD T 8723-23), in which the Court addressed under what circumstances a de facto representative (sometimes referred to as a shadow director) can be held personally liable for a limited liability company’s obligations.

CashCom conducted business involving the sale of gift cards. In 2020, the company entered into liquidation and was subsequently declared bankrupt. A former business partner brought an action for damages, claiming that the board of directors had failed to prepare a balance sheet for liquidation purposes (a control balance sheet) in accordance with the Swedish Companies Act.

In addition to a formally appointed board member, a significant influence over the company’s operations was exercised by a natural person with no formal role in the company. This person was deemed to have had a de facto decisive influence over the company’s decisions and operations and was thus considered a de facto representative.

The Supreme Court stated that, under certain conditions, de facto representatives may also be subject to the rules on personal liability for payment of the company’s debts. According to the Court, a system in which persons with decisive influence over the company’s decisions and operations evade liability would risk undermining the liability system that applies to company representatives. At the same time, the Supreme Court emphasized that actual and decisive influence is required for this to be applicable; more limited or indirect influence is not sufficient.

The ruling clarifies that it is the actual influence over the company’s operations – and not merely the formal position – that is decisive in assessing personal liability. The judgment may therefore have implications for corporate governance, risk assessment, and creditor protection in Swedish limited liability companies.

HONESTY AND GOOD FAITH IN DIGITAL COTRACTING

THE ONLINE CASINO

On 1 July 2025, the Supreme Court delivered its judgment in the so-called Online Casino case
(T 607-24), in which the Court examined the application of Section 33 of the Swedish Contracts Act and the principle of honesty and good faith in the relationship between an online casino company and its customer in a context where the contractual relationship was handled exclusively digitally.

The case concerned a person who was a customer of an online casino company between 2009 and 2012 and who, in 2012, at the company’s initiative, became a VIP customer. In 2014, the person chose to self-exclude as a customer and was later diagnosed with a gambling addiction that same year.

The person then brought an action against the online casino company, alleging that the company had knowledge of his gambling patterns and addiction but had nevertheless directed extensive and individualized marketing towards him. The customer argued that the company had thereby obtained an unjust enrichment under which a contract can be declared void if it would be contrary to honesty and good faith to invoke it.

The Supreme Court examined whether, given the circumstances, it was contrary to honesty and good faith to enforce the games in which the customer had participated. The Court stated that the application of Section 33 of the Contracts Act requires that the party invoking the legal act had actual knowledge of the relevant circumstances, i.e. the person’s gamling patterns.

In this context, the Supreme Court noted that the online casino company used automated systems to collect and analyze detailed information about customers’ gambling behavior, which was then used as a basis for targeted marketing. The Court found that a company using such systems in a contractual relationship must be deemed to have knowledge of the information that the systems process and utilize.

Against this background, the Supreme Court assessed that the person’s gambling behavior clearly indicated serious gambling problems and that, despite this, it was contrary to honesty and good faith for the online casino company to enforce the games in which the person had participated.

The ruling provides guidance on the application of the Contracts Act’s general clauses in digital contractual relationships and raises questions about corporate responsibility for the knowledge generated through automated decision-making and analysis systems. The extent to which the judgment will apply in other industries and in relation to subsequent legislation, such as the Swedish Gambling Act, remains to be seen.

DUTY TO INSPECT AND GIVE NOTICE OF DEFECTS UNDER
THE SALE OF GOODS ACT

THE WOOD PANEL

On 24 June 2025, the Supreme Court delivered its judgment in the so-called Wood Panel case (T 5269-23), which provides guidance on the buyer’s duty to inspect the goods and the time limit for giving notice of defects under the Swedish Sale of Goods Act.

The case concerned a batch of wood panel delivered from a sawmill to a reseller. However, the reseller never took possession of the wood itself; instead, the delivery was made directly to a surface treatment company for lacquering and was subsequently forwarded to the end customer.

The end customer discovered defects in the wood upon receipt and immediately notified its seller, who in turn forwarded the notice to the reseller. By this time, three weeks had passed since the surface treatment company had received the wood for lacquering. On the same day the reseller received the notice, the defect was reported to the sawmill.

The sawmill disputed liability, arguing that notice had been given too late and that the reseller had not fulfilled its duty to inspect. The central issue in the case was at what point the reseller – who never had the goods in its own possession – should have inspected the wood, and whether notice had been given within a reasonable time according to Sections 31 and 32 of the Sale of Goods Act.

The Supreme Court found that the defects were of such a nature that they could have been discovered through a simple visual inspection. Such an inspection could have taken place either upon delivery to the surface treatment company, or at the latest, in connection with the lacquering. According to the Supreme Court, the fact that the reseller had entrusted the handling of the goods to a subcontractor did not relieve the reseller of the responsibility to ensure that an inspection was actually carried out.

As the reseller gave notice 18 days after the time when the defects should have been discovered, the Supreme Court found that the complaint had not been made within a reasonable time.

The ruling clarifies that the buyer’s duty to inspect under the Sale of Goods Act remains even when the goods are handled by intermediaries or subcontractors. Buyers must therefore ensure that inspection occurs at the right time within the supply chain; otherwise, the right to give notice of defects may be lost – even if the buyer never had physical access to the goods.

BURDEN OF PROOF AND STANDARD OF PROOF FOR LOSS OF PROFIT

THE CONSIGNMENT AGREEMENT

On 17 December 2025, the Supreme Court delivered its judgment in the so-called Consignment Agreement case (T 1989-24). The case concerned damages for loss of profit due to breach of contract and specifically raised questions about the burden of proof and the standard of proof in assessing such damage.

A lingerie manufacturer and a lingerie retail chain had entered into a consignment agreement. In the summer of 2020, the retail chain announced that it no longer intended to sell the manufacturer’s products. The manufacturer subsequently terminated the agreement and brought an action claiming damages for loss of profit.

The Supreme Court stated that a fundamental principle in the law of damages is that the injured party has the burden of proof for both the existence and the extent of the alleged damage. When claiming damages for loss of profit, a hypothetical element is involved, as the assessment concerns what would have happened if the breach of contract had not occurred.

The Court stated that an easing of the burden of proof can only be considered if the injured party has presented the evidence that can reasonably be required in the situation. This assessment requires that another injured party in a similar situation would have had similar difficulties in providing evidence. The evidentiary difficulties must therefore be of a general nature. According to the Court, the fact that the circumstances to be proven are hypothetical does not in itself justify an easing of the burden of proof.

In the case at hand, the Court found that the manufacturer had not presented sufficient evidence to demonstrate the extent of the alleged damage. Consequently, the claim for damages for loss of profit could not be granted.

The ruling provides guidance on the standard of proof required in claims of damages regarding loss of profit and clarifies that the hypothetical element in the damage assessment does not automatically imply an easing of the burden of proof for the injured party.

OWNERSHIP OF A FALLEN METEORITE

THE METEORITE

On 19 August 2025, the Supreme Court delivered its judgment in the so-called Meteorite case (T 3007-24). The case concerned the question of who had a better right to a meteorite found on privately owned property.

The meteorite fell in November 2020 and was found on 5 December of the same year by two individuals engaged in meteorite hunting. The property where the meteorite landed was owned by a private individual, who brought an action claiming a better right to the find.

The dispute raised a legal question that had not previously been addressed in Swedish law and is not specifically regulated by statute, namely how the ownership of a fallen meteorite should be assessed under civil law.

The Court’s main question was whether the meteorite should be considered real property, and thus part of the property, or movable property that can be acquired by taking possession.

The Court stated that the starting point should be that a meteorite does not constitute real property. The Court emphasized that a meteorite is an object of a different kind than the natural materials that normally form part of a property, such as soil, stone, and minerals, and that the meteorite in this case had only been on the site for a short time and had therefore not had time to become integrated with the land.

At the same time, the Court stated that it cannot be ruled out that a meteorite in other situations could be considered part of the property, for example, if it had been there for a long time or if it had become integrated with the land immediately after impact.

In the present case, the Court assessed that the meteorite constituted movable property. Since the property owner had not had the meteorite in his possession, the persons who first took possession of the meteorite were considered to have acquired ownership.

The ruling provides some guidance for assessing ownership of fallen objects from space and clarifies that ownership normally belongs to the person who first takes possession of the object, provided that it has not yet become part of the property.

AGREEMENT THROUGH AN INTERMEDIARY

THE PONTOON DOCK

On 5 June 2025, the Supreme Court delivered its judgment in the so-called Pontoon Dock case (T 3017-24). The case concerned compensation for damage resulting from a defectively performed service and raised the question of who is to be considered the contracting party when an agreement is made through an intermediary.

Eight private individuals jointly owned a pontoon dock. When the dock needed anchoring, seven of the owners instructed the eighth owner to order the anchoring work. The eighth owner then entered into an agreement with a company to perform the work and stated that invoicing should be sent to the eighth owner’s own company.

After the anchoring work was completed, the dock broke loose and was destroyed. The dock owners brought an action against the company, claiming compensation for the damage. The company argued that the agreement had not been made with the owners, but with the eighth owner’s company, which, according to the company, was to be considered the contracting party.

The central issue in the case was how clear it must be to a counterparty who the principal is when an agreement is made through an intermediary. The Supreme Court noted that in many situations, the identity of the principal is not of decisive importance to the third party. If the circumstances show that the third party attached no importance to the principal’s identity, but was prepared to be bound to whomever the intermediary represents, and the intermediary acted within the scope of their authority, the agreement is considered to have been made in the principal’s name.

The Supreme Court further stated that in situations where the principal’s identity is of no particular importance to the third party, it may in practice be the counterparty’s choice who is to be considered the principal, provided that the intermediary’s actions are within the scope of their authority.

The ruling clarifies how principalship is to be assessed in agreements made through an intermediary and highlights that the assessment is largely dependent on the circumstances of the individual case, particularly the importance the principal’s identity had for the third party.

BOARD LIABILITY UNDER THE GENERAL CLAUSE

THE GROUP’S FRAMEWORK AGREEMENT

On 27 August 2025, the Supreme Court delivered its judgment in the case known as the Group’s Framework Agreement (T 6154-24). The case concerned liability for damages for board members following a breach of the Swedish Companies Act’s general clause, according to which the board or other company representative may not take measures that are likely to give a shareholder or another person an undue advantage to the detriment of the company or another shareholder.

Three individuals had jointly formed a limited liability company. They each owned one-third of the shares and also constituted the company’s board. The company entered into a framework agreement with a region. Subsequently, two of the shareholders formed a new company and transferred the framework agreement to the newly formed company without consideration. The transfer was made without the participation of the third shareholder. The original company was then liquidated.

The third shareholder brought an action against the other two, alleging that their actions meant they had served their own interests at the expense of the third shareholder, in breach of the general clause in the Swedish Companies Act.

The Supreme Court found that the framework agreement had to be considered to have an economic value, even though there were significant difficulties in determining this value exactly. The Court further assessed that the transfer of the framework agreement was likely to give the two shareholders an undue advantage and that they, through their actions, had intentionally caused damage to the third shareholder.

The Supreme Court found that the two shareholders had thereby acted in breach of the Swedish Companies Act’s general clause and were liable for damages to the third shareholder. The amount of damages was set at a reasonable amount, as the exact value of the framework agreement could not be determined.

The ruling clarifies that the general clause can be applied even in situations where the company is in or approaching liquidation and that board members can incur personal liability for measures that unduly benefit certain shareholders at the expense of others.

We hope this compilation will provide a quick and easy overview of some of the more notable civil law cases of the past year. The significance and application of these rulings in practice is something that the future will show. We look forward with excitement to what the new year will bring and will return with updates in the future.

Linda Lundin
Partner
+46 709 83 94 10
linda.lundin@sigeman.se