Freedom to Decide on the Content of the Contract

In contracts between companies, the contracting parties enjoy great freedom to choose the content of the contract. The provisions of the Sale of Goods Act are rather strict but may be departed from by unanimous agreement between the contracting parties. The Sale of Goods Act is only applied in case of the contract does not entail specific provisions on something and the intention of the parties is unclear. In Finland the parties’ intention is the most important thing to look at when interpreting a contract, even more so than the written content or provisions of law.

Freedom over the content of the contract allows the parties to negotiate and agree on the details of the contract according to their needs and objectives. This can include price, payment terms, delivery schedule, allocation of responsibilities and possible sanctions for breach of contract. Freedom of contract allows a flexible and individual approach to different business situations.

However, Finnish law sets some boundaries as to what may be agreed in the contract. For example, protecting the weaker contracting party has in some circumstances been regarded as necessary. This is the case for example in consumer sales and employment law where there are many mandatory provisions so that no exceptions may be made by agreement with prejudice to an employee or a consumer.

The freedom to choose the contract's content is in some respects also restricted by the fact that a contract may be adjusted by the courts. A contractual term may therefore be adjusted or completely disregarded, if the term is unfair or its application would result in unfairness. This is, however, rare in contracts between companies.