Counsel: Advokaten Hans Dahlberg Kolga and jur. kand. Marigó Oulius Setterwalls Advokatbyrå AB P.O. Box Stockholm

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1 SVEA COURT OF APPEAL JUDGMENT Case No. 29 November 2012 T Division Stockholm Page 1 (11) CLAIMANT Tidomat AB, Reg. No Byängsgränd Årsta Counsel: Advokaten Claes Rainer Advokatfirma DLA Nordic KB P.O. Box Stockholm RESPONDENT Relacom AB, Reg. No Årstaängsvägen 1 C Stockholm Counsel: Advokaten Hans Dahlberg Kolga and jur. kand. Marigó Oulius Setterwalls Advokatbyrå AB P.O. Box Stockholm MATTER Challenge of arbitral award CHALLENGED ARBITRAL AWARD Arbitral award rendered in Stockholm on 21 November 2011, in arbitration proceedings F (067/2011) administered by the Arbitration Institute of the Stockholm Chamber of Commerce JUDGMENT OF THE COURT OF APPEAL 1. The Court of Appeal rejects Tidomat AB s claims. 2. Tidomat AB is ordered to compensate Relacom AB for its litigation costs before the Court of Appeal in the amount of SEK 198,000, all of which comprises costs for legal counsel, plus interest thereon pursuant to Section 6 of the Swedish Interest Act (SFS 1975:635) from the day of the judgment of the Court of Appeal until the day of payment. Document ID Postal Address Address Telephone Telefax Opening Hours Box 2290 Birger Jarls Torg Monday Friday Stockholm :00 am 3:00 pm

2 Page 2 BACKGROUND After a dispute had arisen between Tidomat AB (Tidomat) and Relacom AB (Relacom) concerning work, which Relacom maintained it had performed on behalf of Tidomat, but for which it had not been paid, Relacom commenced arbitration on 19 April The parties jointly appointed Mr. D as arbitrator. The arbitral tribunal rendered its arbitral award on 21 November The arbitral award ordered Tidomat to pay to Relacom SEK 1,778,097 plus interest thereon. On 2 December 2011, the Court of Appeal rejected Tidomat s motion for a stay of execution until further notice of the arbitral award. MOTIONS BEFORE THE COURT OF APPEAL Tidomat has moved that the Court of Appeal shall annul the arbitral award rendered on 21 November 2011 between the parties. Relacom has objected to Tidomat s motion in its entirety. The parties have claimed compensation for their litigation costs. THE PARTIES RESPECTIVE GROUNDS Tidomat There have been circumstances diminishing confidence in the impartiality of Mr. D. Thus, he was not eligible to be arbitrator. Thereby, the arbitral award shall be annulled under item 5 of the first paragraph of Section 34 of the Swedish Arbitration Act (SFS 1999:116) (the LSF). In rendering its award, the arbitral tribunal took circumstances into consideration that were not referenced, and these circumstances were deciding for the outcome of the case. Thereby, the arbitral tribunal exceeded its mandate and the arbitral award shall as a result be annulled also under item 2 of the first paragraph of Section 34 of the LSF.

3 Page 3 Relacom Mr. D was eligible to be arbitrator. There were no circumstances diminishing confidence in his impartiality. In any event, Tidomat may not make a claim on impartiality, because before the arbitral award was rendered it was aware that Nordea Bank Norge ASA had become co-owner of Relacom. The arbitral tribunal has not exceeded its mandate. Thus, there are no grounds to annul the arbitral award. THE PARTIES RESPECTIVE CASES Tidomat The issue of impartiality It is an established principle of arbitration law that there are grounds to question the impartiality and independence of an arbitrator if he, within the preceding three years, has been a party s or a party s affiliate s legal advisor. If such a situation is at hand, the arbitrator is obliged to disclose the parties thereon. The arbitrator Mr. D has in his former position as partner at Advokatfirman G&D as well as in his current position represented Nordea Bank AB relatively extensively. Mr. D represented Nordea Bank AB already in the mergers that resulted in the formation of the Nordea group and has thereafter advised the bank on various matters. The Nordea group was formed in 2000 through the merger of four large banks in Sweden, Finland, Denmark and Norway. As late as 2008, Mr. D represented Nordea Bank AB in a dispute with Folksam ömsesidig sakförsäkring before the Svea Court of Appeal. The invoice in that matter was invoiced in October of that same year, two years and seven months before the now relevant arbitration proceedings were initiated. Following the rendering of the arbitral award, Tidomat has investigated, amongst other things, the ownership of Relacom. It was then established that in conjunction with the initiation of the arbitration proceedings in the spring

4 Page 4 of 2011, Relacom underwent a change in ownership. Relacom had been in substantial financial distress, which led to a group of banks taking over the ownership of Relacom. Nordea Bank Norge ASA (Nordea Norway) is as of 14 April 2011 the owner of 48 per cent of Relacom. The banks, led by Nordea Norway, in fact took over the operations of Relacom because of the company s strained financial situation. Organizationally, Nordea Norway is directly controlled by Nordea Bank AB. When the arbitration proceedings were initiated, Tidomat was unaware of the changed ownership in Relacom. It is true that the counsel of Tidomat was aware that Mr. D previously had represented Nordea, and this was also mentioned in Mr. D s CV. Since Tidomat was unaware of the new ownership structure in Relacom, it was unable to raise objections on grounds of impartiality when the arbitration proceedings were initiated or during their continuation. It is remarkable that Relacom, when the arbitrator was appointed and his CV was distributed, neglected to inform both Tidomat and the arbitrator that Nordea now was the main shareholder in Relacom. Even more so, considering that Nordea evidently had essentially taken over the operational control of Relacom and thus must have ordered Relacom and its counsel to initiate the now relevant arbitration proceedings. The result of Relacom s lacking information was that the parties did not have access to the same information on the relevance of Mr. D s relations with Nordea, and so the parties did not have equal opportunity to assess the suitability of the arbitrator. It must have been entirely obvious to both Relacom and Mr. D that Tidomat had great interest in being aware of the fact that Mr. D had had substantial client relations with Relacom s biggest owner. If this had been known, Tidomat would never have accepted him as arbitrator. The issue of excess of mandate The basic issue of dispute in the arbitration proceedings was whether Tidomat was liable towards Relacom to pay for work allegedly carried out and which had been invoiced to Tidomat. Relacom maintained that the amounts and the brief descriptions of work performed was a true reflection of work performed.

5 Page 5 Tidomat maintained that work had not been performed to the extent claimed and maintained, amongst other things, that the work performed should be described and specified for any payment liability to arise. From the arbitral award it can be inferred that the arbitral tribunal has found, and attached deciding importance, to the fact that Relacom has not acted dishonestly and that the company has not sought to be paid for time that was not spent. The arbitral award explicitly states that the arbitral tribunal has found that the facts that the invoices have been issued and that there are no signs of improprieties on the part of Relacom indicate that the claim is true. The reference to the lack of impropriety is found in the most vital part of the arbitral tribunal s grounds and mentioned twice. Thus, the arbitral tribunal has found these circumstances of vital importance and it is readily apparent from the grounds that they have been deciding for the outcome of the case. However, Relacom never raised the above mentioned objections or referenced these circumstances in the proceedings. As a result, Tidomat was not able to argue on these matters, neither with respect to the facts nor with respect to the legal aspects. Relacom The issue of impartiality Mr. D has not, neither in his former nor his current position, had substantial client relations with Nordea. There is no current client relationship, and previous assignments from Nordea Bank AB were further back in time than three years at the time Mr. D accepted the assignment as arbitrator in the dispute between Relacom and Tidomat. Mr. D has informed that he was asked, as a joint assignment from several parties, out of which Nordea Bank AB was one, in September of 2008, to review an issue for which the invoice was issued on 1 October The fee represented approximately 0.25 per cent of the revenue of Mr. D s legal advisory business during the fiscal years 1 September August In addition, the alleged client relationship does not concern Relacom s

6 Page 6 main owner, but a bank within the same group as the bank that is a member of the syndicate of banks, which took over the ownership in Relacom during the spring of Mr. D has represented Nordea Bank AB, whereas it is Nordea Norway that is a member of the syndicate of banks. The ownership of Relacom through the syndicate does not entail that Relacom is part of the Nordea group. Mr. D already in his CV informed that he had previously represented Nordea and this fact was already known by Tidomat, since its counsel Claes Rainer represented the counterparty in the case referenced by Tidomat. Because Tidomat has not reserved the right to reference this circumstance as a ground for challenge proceedings, the right to do so is precluded. Preclusion with respect to Mr. D s relations with Nordea entered into effect no later than 23 July Tidomat s claim that it was unaware of Relacom s ownership structure is highly doubtful. At least since 2006, Relacom has had ongoing business relations with Tidomat. When the syndicate of banks took over ownership in Relacom, it was a published news item in Sweden. It is unlikely that Tidomat was not reached by the news concerning its business partner Relacom. In addition, the takeover was made shortly prior to the initiation of the arbitration proceedings. It would have been very easy for Tidomat to find out the ownership structure of Relacom, if it had actually been important to Tidomat. Relacom is not part of the Nordea group. Nordea Norway has no part in the operations of Relacom and the executive management of Relacom remains the same as prior to the realization of the security. The case against Tidomat is a claim for payment based on invoices issued several years prior to the initiation of the arbitration proceedings. Relacom s board of directors does not deal with claims in the amount of SEK 2.5 million and has not been involved in the dispute. The requests for payment were presented during several years and the decision to proceed with the claims was taken a long time prior to commencing arbitration.

7 Page 7 The issue of excess of mandate The grounds for Relacom s claim was that it had performed work for Tidomat and that Tidomat should pay for that work in accordance with existing agreements and issued invoices. Tidomat presented several alternative grounds for its objections to Relacom s claim. These grounds included that Tidomat maintained that no work had been performed by Relacom whatsoever and that Tidomat had not ordered any work. However, the arbitral tribunal held that it had been established that work had been ordered and performed to the extent, time wise, as specified in the invoices. What Tidomat maintains in its challenge grounds as non-referenced circumstances constitutes the arbitral tribunal s description of what the company maintained, but failed to prove, in the case. Tidomat maintained that Relacom had issued invoices without having performed any work, which would have been dishonest. The arbitral tribunal found that nothing of that nature had been established, but rather that the work had been performed by Relacom and consequently held that the company had not acted dishonestly. Tidomat even maintained that Relacom had intently caused Tidomat damage. What Tidomat refers to as grounds for its challenge are thus not nonreferenced circumstances, but merely arbitral tribunal s evaluation of the evidence in the case. GROUNDS OF THE COURT OF APPEAL The parties have referenced certain documentary evidence. The Court of Appeal has rendered its judgment without a main hearing in accordance with item 5 of the first paragraph of Section 18 of Chapter 42 and Section 1 of Chapter 53 of the Swedish Code of Judicial Procedure.

8 Page 8 The evaluation of the Court of Appeal Has Tidomat lost the right to make objections on lack of impartiality as grounds for the annulment of the arbitral award? A claim that an arbitrator shall be disqualified because of a circumstance that gives rise to doubts as to his impartiality or independence shall be made within 15 days of the party s becoming aware of the circumstance (first paragraph of Section 10 of the LSF). If such a motion is presented after the aforementioned time period it shall not be tried on its merits. If the circumstance was not known to the party relying on the circumstance, preclusion does not occur. It is not sufficient that suspicions exist that a certain circumstance is at hand or not at hand (See Lindskog, Skiljeförfarande, En kommentar, second edition, p. 450). Tidomat did not present a motion for dismissal due to lack of impartiality before the arbitral award was rendered. In order to be permitted to now present such a motion, it is required that Tidomat became aware of the circumstances that could constitute impartiality only after the award was rendered. It is not disputed that Tidomat during the proceedings was aware that Mr. D had had a client relationship with Nordea Bank AB. What Tidomat now maintains is that it was unaware that Nordea Norway had become an owner in Relacom. For its part, Relacom has maintained that it is unlikely that Tidomat was unaware thereof, inter alia because the change in ownership was published as news in Sweden already on 14 April 2011, while arbitration was requested only on 19 April. Thus, according to Relacom, the right to rely on objections because of lack of impartiality should be precluded. The Court of Appeal notes that Tidomat did not prior to the rendering of the arbitral award have such knowledge as is required in order to preclude the right to claim that Mr. D was not impartial. Thus, Tidomat is entitled to rely on lack of impartiality as grounds for a motion for annulment of the arbitral award.

9 Page 9 Are there grounds for disqualification? The next question that the Court of Appeal has to decide is whether Mr. D should be considered partial, and thus be disqualified. The first paragraph of Section 8 of the LSF provides that an arbitrator shall be impartial. If a party so requests, an arbitrator shall be discharged if there exists any circumstance which may diminish confidence in the arbitrator's impartiality. Items 1-4 of that Section s second paragraph list circumstances which should always be considered to diminish confidence in the impartiality of an arbitrator. The enumeration is intended to exemplify and not to be exhaustive (see Government Bill 1998/99:35 p. 85 and p. 218). If an arbitrator was challengeable, having regard to the circumstances in Section 8 of the LSF, then the arbitral award shall be wholly or partially annulled if it is challenged, provided, however, that the right to challenge has not been precluded (item 5 of the first paragraph of Section 34 of the LSF). The issue of the disqualification of an arbitrator shall be tried on objective grounds. In the present case, Relacom [sic] has referenced the Guidelines on Conflicts of Interest in International Arbitration issued by the International Bar Association (the IBA rules). Tidomat has mainly relied on the provisions in Section 3 of Part II on what type of contacts that could constitute an arbitrator not being impartial. The Court of Appeal notes that the Guidelines are not mandatory provisions. A party who breaches guidelines cannot be subjected to sanctions. Further, the Court of Appeal notes that the review of the case shall be made pursuant to the provisions of the LSF. Only to the extent the LSF does not regulate the issue is there reason to seek guidance in other regulations, such as the IBA rules. As a general starting point when deciding on disqualifications, the decisions of the Supreme Court in NJA 2010 p. 317, referencing NJA 1981 p and NJA 2007 p. 841, apply. Therein, the Supreme Court held that the purpose of the rules on disqualification is to protect the objective handling of litigations,

10 Page 10 and that it is desirable that the rules are applied so that an arbitrator falling within the scope of them should not be eligible to participate in the proceedings, even if there are no reasons to suspect that he would be influenced by his relationship to a party in his handling of an individual case or in his reaching a decision in that case. Further, the Supreme Court notes that the requirements on impartiality and independence must be held to a particularly high standard for arbitrators, since errors in the evaluation of evidence or in the application of the law cannot lead to the annulment of an arbitral award. It has not been maintained in the present case that Mr. D was aware of the change in ownership in Relacom during the arbitration proceedings. Thus, it is not an issue of his concealing a circumstance. Instead, what the Court of Appeal must decide is whether the fact that Mr. D previously has had a client relationship with the Nordea group gives the appearance of such ties as would diminish confidence as to his impartiality, having regard to the fact that Nordea Norway is a co-owner of Relacom. What has been established before the Court of Appeal is that Mr. D s relations with Nordea were limited and date back a long time. The Court of Appeal finds that only these circumstances cannot, objectively, be such that they diminish confidence in Mr. D s impartiality in relation to the parties to the relevant arbitration. Did the arbitral tribunal exceed its mandate? The arbitral award provides that Relacom has motioned, inter alia, that Tidomat should be ordered to pay SEK 2,381,687 and that the amount concerned work performed by Relacom on Tidomat s behalf, but for which it had not been paid. Further, it provides that Tidomat objected to paying that amount and the grounds therefor were, amongst other things that Relacom had not performed the work listed in the invoices and that Relacom had invoiced hourly rates that were not based on the parties agreement. Before the Court of Appeal, Tidomat has maintained that the arbitral tribunal has exceeded its mandate by adding, and attaching deciding importance to,

11 Page 11 the circumstances that Relacom did not act dishonestly and that the company has not sought to be paid for time that was not spent. The arbitral tribunal has decided that there were no grounds for claiming that Relacom had acted dishonestly in the sense that it had sought to be paid for work it did not perform. The Court of Appeal notes that the aforementioned wording is merely another way of expressing Tidomat s objections. Thus, no excess of mandate is at hand. In sum, the Court of Appeal finds that no grounds to annul the arbitral award have been established. Thus, the claimant s claims shall be rejected. Upon this outcome, Tidomat shall be ordered to compensate Relacom s litigation costs. The claimed amount is not disputed. Pursuant to the second paragraph of Section 43 of the LSF, the judgment of the Court of Appeal may not be appealed. [ILLEGIBLE SIGNATURES] The decision has been made by: Judges of Appeal U.B. and K.Å. (reporting Judge of Appeal) and co-opted Associate Judge P.C. Unanimous.

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