By: Pontus Sörlin
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Settlement invalid – contrary to good faith and honor
Conciliation brokerage agreement
Private operator J.V. submitted his boat for sale to a company that, among other things, engaged in the sale and storage of boats in September 2016.
The parties signed an intermediation agreement under which the boat could not be sold for less than SEK 109,900 unless a lower price was approved by J.V.
The money was to be paid to J.V. no later than one month after the sale of the boat.
The parties did not agree that the marine store would perform any additional services such as service.
In the summer of 2017, the company informed J.V. that they had an aspirant on the boat.
The company said that unlike originally agreed, J.V.could receive $102,000 at once if they were allowed to deduct certain types of services.
Exactly what services were involved was not very clear.
After some negotiations, the parties to the matter were reconciled and J.V. accepted the offer of SEK 102,000, the money was paid in August 2017.
However, it later emerged that the boat had actually been sold in November 2016, so the time that passed from the sale to the payment extended well beyond the month agreed.
Annulment under the Contract Act
J.V.’s view was that the deduction made on the proceeds from the sale was payment for, among other things, winter storage and service.
Since the boat was actually with the buyer during the winter, J.V. perceived the situation as having tricked her into paying for services they had not actually performed.
She therefore initiated a subpoena requesting that the settlement be annulled under the Contract Act (Section 30 or 33) and that the money for the services be repaid.
J.V. also had the boat insured during the period when it was actually sold and therefore also claims compensation for the insurance premium.
The marine store denied that the costs deducted from the sale were for winter storage and service.
Instead, it was argued that it related to certain services that were always added, such as laundry.
Since the company remained responsible for the boat six months after the sale, they also did not agree that J.V. paid for the insurance premium unnecessarily because, thanks to the insurance, they took a smaller risk with the sale.
The District Court (TR) initially observes that it is the settlement agreement that should be considered valid because it replaced the intermediation agreement.
Since J.V. is the plaintiff in the case, it is up to her to prove that the settlement agreement should be interpreted in the manner she claims.
The email correspondence between the parties regarding the settlement shows that they agreed on a payment of 102,000.
Otherwise, the emails do not provide any further details about the content of the agreement as much of the negotiations took place over the phone.
According to J.V.’s representative, there were customary conciliation discussions and then a comprehensive solution between the parties.
In conclusion, in view of the above, TR does not consider that J.V. has succeeded in proving that the settlement is to be annulled.
Content of the intermediation agreement
Unlike TR, the Court of Appeal (HovR) takes its starting point in the content of the intermediation agreement.
It says that J.V. wants SEK 109,000 for the boat and that the company should contact her when bidding to share the information.
It is also stated that J.V. is the one responsible for keeping the boat in “sales condition”.
Furthermore, it should be noted that the parties agree that J.V. did not purchase any services such as service, storage or supervision under the intermediation agreement.
It is also common ground that the navy store told J.V. that the boat was sold in July 2017 when the sale actually took place in November 2016.
In connection with the conciliation negotiations, J.V.’s representative put the following question to the company:
So please confirm to me the following:
J.V. will receive SEK 102,000 immediately, if she accepts the deduction from the purchase price (109,000) of SEK 7,000 for winter storage m.m. and that no other costs are added.
Contrary to good faith and honor – invalid transfer
J.V. accepted the offer, but claims she would not have done so if she had known that the boat was actually sold much earlier.
The company has not given an explanation as to why they gave J.V. the incorrect information, leading HovR to conclude that it could not have been due to a misunderstanding between the parties.
Furthermore, it should be noted that the Marine Shop provided vague information as to what was included in the amount deducted from the payment during the conciliation negotiations, which is considered to indicate that they deliberately misled J.V.
In conclusion, the evidence leads the court to conclude that the marine shop must have understood that J.V. would not have entered into the agreement if she had known when the boat was actually being sold.
HovR also sees no explanation for the navy store’s behavior other than that the incorrect information was provided intentionally.
It is therefore considered that, pursuant to Chapter 3, Section 33 of the Contract Act, it would be contrary to faith and honour to allow the company to enforce the agreement against J.V.
The amount claimed must therefore be repaid by the company.