Finns det en omförhandlingsplikt? Om avtalsparters skyldigheter vid ändrade förhållanden i långvariga avtalsrelationer

Sammanfattning: Long-term contractual relationships, especially those that run indefinitely, are at high risk of exposure to changing circumstances and unforeseen events. The issue of changing conditions and their impact on the contract and the contractual relationship is one of the basic problem areas of the contract law. The focus of this essay is that of the renegotiation clauses as a means for the contracting parties themselves to adapt their contract following subsequent events and the issue of whether the parties may be obliged by a duty to renegotiate. If the parties have agreed on a renegotiation clause in their contract, they may, depending on the content of the clause in question, as a part of their contractual obligations be committed to renegotiate under certain situations. The duty to renegotiate might also arise as part of the parties’ mutual duties of loyalty, which is enhanced in the context of long-term contractual relationships. However, there is nothing to suggest that such a duty to renegotiate would apply as a general principle of Swedish law. The decisive factor for the issue of an existing duty to renegotiate must be based upon the type of contract and its surrounding circumstances.