“I was interviewed by YLE FST News on the subject of NDAs. The facts I was presented with by the reporter indicated that a major company had presented, as a precondition for settlement negotiations, a 10 year long non-disclosure commitment with a 5 keur contractual penalty, to a farmer. In Finnish contractual law contractual freedom is one main principle, limited by the principle of fairness, especially when dealing with ordinary people, not companies. The fairness of an agreement is finally decided by a court of law, and is based on in casu consideration.
What was carved of the interview was the fact, that if both parties would have used a Bar member as counsel, there would not have been any need for a NDA. According to Finnish Bar rules settlement negotiations are confidential and may not be referred in court, should the negotiations fail.
Yesterday non-disclosure terms in employment agreements were also publicly discussed in a critical tone. Such commitments have during the last ten years become very common in employment and shareholders’ agreements. The DR team of Hästö & Co have many disputes regarding non-competition and non-disclosure commitments on the table right now.”
Mats Welin // partner, attorney, trained on the bench