Freedom to Decide on the Content of the Contract

In respect of 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 regulate a matter and the original intentions of the parties are unclear.

However, Finnish law sets some boundaries as to what may be agreed in the contract. There is e.g. no statutory protection for contracts which concern the payment of an undeclared purchase price for an apartment or proceeds of illegal gambling. Such contracts lack legal effect and cannot be carried out.

Protecting the contracting party in a weaker bargaining position has in some circumstances been regarded as necessary although this has led to restrictions on the freedom to choose the content of the contract. This is the case in consumer sales and employment law. There are lots of mandatory provisions so that no exceptions to the provisions may be made by agreement with prejudice to an employee or a consumer. Consumers and employees are regarded to be in a weaker bargaining position in comparison to corporate contracting parties to the extent that statutory restriction of the freedom of contract has been considered justifiable. The freedom of contract in respect of consumer sales is restricted by the Consumer Protection Act. Employment contracts are restricted by the Employment Contracts Act and many other employment law provisions.

The freedom to choose the content of the contract 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.