DOES FINNISH SALE OF GOODS ACT APPLY?
The question of what rules should applied under Finnish law to the sale of businesses that are not listed on a stock exchange has been the subject of an increasingly heated debate during the last year. A number of articles and books expressed the view that the Finnish Sale of Goods Act would be applied to the purchase of a business regardless of whether this is done as an asset purchase or a share purchase. According to this view the application of the Sale of Goods Act would in practice mean that the seller would be subject to fairly strict liability for any defect in the object of the sale, as he would be in many cases liable if he could not show that this defect was due to circumstances outside his sphere of control. The purchaser has fairly large possibilities of claiming price deductions if there is a material defect in any asset which is owned by the company being sold. The application of the Sale of Goods Act is however non-mandatory, and the parties may exclude the application
