Finnish Private Law: Statutory System without a Civil Code

Teemu Juutilainen

【Abstract】 Finland counts as a civil law jurisdiction, but Finnish private law is not based on a comprehensive civil code. As in the other Nordic countries, codification of private law has taken place in the form of statutes, that is, various individual acts. General principles and other contents of the“general part”of private law are largely uncodified and will most likely remain so. The absence of a civil code and a comprehensive statutory general part leaves the system of private law open-ended, which accounts for several aspects of the Finnish overall approach to private law. These concern interpretation and application of law, the relative weight of different sources of law, the role of legal science, and the openness of law to external influence. Despite the absence of a civil code, Finnish lawyers perceive domestic private law as a systematic whole, a doctrinal structure. Systematisation is entrusted to legal science, rather than predetermined by legislation.

I. Overview of Private Law

A. Implications of the Absence of a Civil Code

Finnish law is a statutory system. Legislation is strongly emphasised as the primary source of law, and application of written law is regarded as the paradigmatic model for legal decision-making. In these respects, Finnish law follows the Continental European tradition. However, legal-culturally Finland is first and foremost a part of the Nordic（less precisely: Scandinavian）legalcommunity, together with Sweden, Norway, Denmark, and Iceland. Thus, many general characteristics of Finnish law are shared by the other Nordic legal systems.

As opposed to the Continental European tradition, Finnish private law is not based on a comprehensive civil code. That is, with respect to the organisation of law, Finland has no equivalent, say, to the French Code Civil, the German Bürgerliches Gesetzbuch, or the Dutch Burgerlijk Wetboek. As discussed below, certain parts of Finnish private law are codified in various individual acts. Other parts, notably when it comes to general principles of law, are uncodified and expected to remain so. To be sure, a comprehensive codification of the“general part”of private law would be at odds with the Nordic tradition.

This open-ended structure has shaped certain aspects of the Finnish overall approach to private law. First, legal norms of a general nature are thought to exist even without a statutory“general part”. These norms can be developed by doctrine, and then applied by courts. Moreover, particular existing rules can be applied by way of analogy. Indeed, due to the central role of legislation and the absence of a comprehensive civil code, the“inductive”method of constructing general principles on the basis of analogies from pieces of legislation has become natural. Hence, it is relatively common to ask whether given provisionsexpress a general principle, despite their limited scope.

Second, in the absence of a comprehensive civil code, other accepted sources have gained more significance. This holds true for the application of individual acts and the construction of general principles alike. Considerable weight is placed on travaux préparatoires as well as legal practice, especially precedents of the Supreme Court. Also noteworthy is the weight of so-called“real arguments”, that is, substantive arguments concerning the expected consequences of a decision. These arguments are often associated with Scandinavian Legal Realism and its emphasis on legal science as a form of social engineering. The breakthrough of social engineering and the strengthening of the position of“real arguments”in private-law research took place in Finland in the 1940s, which is later than in other Nordic countries. Notwithstanding the fact that private-law research eventually came to adopt many methodological tenets of Scandinavian Legal R ealism, the realist impact on Finnish law in general remained rather modest.

Third, legal science has relatively great latitude, and authority, in building theoretical structures of law. Arguably, this would be less so if these structures were predefined in a comprehensive civil code or other statutory“general part”. If theoretical structures of law are understood as concepts and principles, this role of legal science can be illustrated by paradigm shifts that occurred in Finnish private-law research in the course of the 20th century. Without going into too much detail, reference can be made to two schools of thought, namely, analytical and post-analytical.

A grand project of the analytical school was to break up“lump”concepts, which Begriffsjurisprudenz（“conceptual jurisprudence”）had used for deductive purposes, into more refined“relational”or“functional”concepts. The aim of this exercise was to clear space for new kinds of research questions, to be then answered by argumentation based on positive law. Post-analytical scholars approve the heuristic role that the analytical school assigned to concepts, but fill the opened argumentative space differently; that is, these scholars emphasise application of principles. The focus of their doctrinal work is on principles rather than concepts, and the work is often explicitly tied in with its societal context（the welfare state）.

Fourth, an open-ended structure is likely to be more open to external influence than a comprehensive civil code. Avenues for that influence are legislative co-operation, conventions, doctrine, and court practice. Legislative co-operation between the Nordic countries was lively in the 20th century. In several instances, the different countries enacted, as normal national legislation, acts that share not only almost the same content, but also the same section-by-section structure. The potential of conventions can be exemplified by the United Nations Convention on Contracts for the International Sale of Goods（CISG）, which has strongly influenced Nordic acts on the sale of goods, including the Finnish Sale of Goods Act（355/1987）. As for doctrine, references to foreign legal materials are well accepted. Thus, import of dogmatic constructions and arguments takes place. Courts do not generally cite foreign legal material when deciding a case on Finnish law, but such material may have de facto weight. In most cases, courts are influenced by foreign legal material indirectly through legal doctrine.

In relation to the matter of external influence, an additional point can be made concerning the Europeanisation of private law. As a Member State of the European Union, Finland is subject to its legislation. A common topic among private-law scholars in Member States is the fragmentary effect of European Union legislation on national systems of private law. This effect is mainly perceived as a problem caused by directives, the type of legislative act that requires Member States to achieve a particular result, but leaves the choice of form and methods to the national authorities. In Finland, and in other Member States without a general civil code, the problem of fragmentation is almost entirely about the substantive content of private law. By contrast, in Member States with a general civil code, the problem comes with an additional layer, namely, the question whether directives should be implemented within or outside the civil code.

Professor Jan Smits sums up the Dutch discussion on this point as follows: “there is no easy way out of the dilemma posed by the Europeanization of private law: a coherent implementation inside the Civil Code is never fully possible, whereas implementation outside the Code would damage the idea of the Code as a complete and consistent whole. ” Of course, it would go too far to argue that an open-ended structure of private law is better equipped than a comprehensive civil code to function in the context of a transnational multi-level system like the European Union. Still, to a Finnish private lawyer, who has no“code idea”to be concerned about, the question of within or outside of the civil code may give a feeling of a pseudo-problem.

B. Main Sources of Private Law

In Finnish legal science, the sources of law have been sorted into groups on the basis of their stating grounds and binding force. The stating grounds refer to the distinction between authoritative and substantive sources of law. Authoritative sources derive their importance from the social position of the institution from which they originate, whereas substantive sources derive theirs from the perceived significance of their content. Binding force determines how difficult it is for the interpreter to set aside the source of law in question. The distinction between strongly binding, weakly binding, and permitted sources is used for this purpose. The interpreter may deviate from a strongly binding source only exceptionally. Deviating from a weakly binding source is allowed, but such a decision is considered as properly made only if the interpreter gives solid reasons for the deviation. Permitted sources may be used in interpretation, and it is not necessary to give special reasons for doing or not doing so.

Authoritative strongly binding sources are written law. Authoritative weakly binding sources are travaux préparatoires and court decisions（precedents）. Authoritative permitted sources are works of legal science. Substantive strongly binding sources are established custom. Substantive permitted sources form an open-ended category, including general principles of law, morality, and factual arguments（“real arguments”）.

The status of written law and established custom as strongly binding sources is stated in Chapter 1 Section 11 of the Code of Judicial Procedure（4/1734）：

A judge shall carefully examine the true purpose and grounds for the law and render judgment accordingly, and not following his own opinions against the law. In the absence of statutory law, the custom of the land, if not unreasonable, shall also be his guide.

Established custom is of very limited importance in practice. National statutes form the following hierarchy: Constitution > act（“ordinary law”）> decree >decision of the Council of Ministers > decision of a Ministry > other authoritative instructions. A lower-level statute may only be given if it can be based on an entitling or justifying provision in a higher-level statute. According to Chapter 6 of the Constitution of Finland（731/1999）, the power to enact acts belongs to the Parliament and to the President（the former passes the contents of acts and the latter confirms them）, and issuing decrees may be a function of the President, the Council of Ministers, or a Ministry.

Section 107 of the Constitution concerns the hierarchy of national statutes with respect to their application：

If a provision in a decree or another statute of a lower level than an act is in conflict with the Constitution or another act, it shall not be applied by a court of law or by any other public authority.

A significant part of private law legislation is non-mandatory, which means that contracting parties are free to agree on deviations from the obligations or procedures set by law. This is the case, for example, with the Sale of Goods Act（355/1987）. In addition, some areas of private law remain wholly or largely unregulated. Building contracts provide an example of this. While building contracts are subject to the general Contracts Act（228/1929）, which is fragmentary and partly outdated, no special legislation exists on this type of contract. Consequently, disputes concerning these contracts may have to be considered in the light of the contract itself, possible private sources of norms（for example standard terms）, earlier court decisions, and the general doctrine of contract law.

Travaux préparatoires are said to express the legislator's meaning, and to derive their authority as a source of law from the Parliament. Although many of these documents are produced outside the Parliament（for example in the relevant Ministry）, their importance is based on the idea that the Parliament has processed them. They contain information on the purposes of the new enactment and its relationship to existing legislation. Essential material in legal interpretation might be, for example, government proposals that include detailed grounds for each section and subsection of the proposed enactment. The most important group of travaux préparatoires are printed parliamentary documents, that is, government proposals, reports of the Parliamentary Committees, and statements given and suggestions accepted during the plenary session of the Parliament. Significant or politically sensitive enactments are often prepared in committees and task groups. Their reports may also become significant in interpretation. In practice, the more recent the enactment is, the more significant the travaux préparatoires are in its interpretation. However, they should not be seen as an exhaustive source or a basis for conclusions e contrario. That is, the fact that a certain interpretive option is not mentioned does not usually justify the conclusion that the option is meant to be excluded.

Of court decisions, the most important as sources of law are those of the Supreme Court and the Supreme Administrative Court. The decisions of these courts are called precedents. Although precedents are not legally binding sources, they are very important in practice. It is a task of these two courts to unify and guide court practice, and they admit cases partly on the basis of the importance that the legal question is assumed to have when it comes to deciding other similar cases. In view of the limited number of cases processed by the Supreme Courts, decisions of lower courts may become significant sources of law as well. In addition, special courts（such as the Market Court）and boards（such as the Consumer Disputes Board）produce important legal source material.

The position of legal science as a source of law derives from its function to research（that is, to systematise and interpret）the content of the legal system. With respect to its own object of research, legal science is an authoritative institution. Yet, in an interpretive situation, the weight of proposals by legal science should only depend on how convincing they are as to their substance.

Substantive permitted sources are in practice clearly more important than their classification as“less than weakly binding sources”might suggest. The more room for interpretation and the more alternative outcomes the case at hand involves, the more a good judge considers these sources, even without being formally obliged to do so. The sources are solely substantive, and often derive their importance from ideas of justice and morality, as perceived in the interpretive situation under consideration. General principles as a source of law may concern, for example, legal certainty, equality before the law, and fairness. Morality in this context refers primarily to general arguments of justice and public consciousness of what is just. Factual arguments, then, involve assessment of expected consequences when choosing between interpretive options.

The above description focuses on domestic sources of law. However, a complete picture would require inclusion of European Union law, which has been binding on Finland since it became a Member State in 1995. The European Union has no direct and general competence to legislate in the field of private law, but measures adopted in the context of specific European Union policies, relating above all to creation of the internal market, have included private law elements. In some cases, the principal treaties, particularly the Treaty on the Functioning of the European Union, have a direct impact on private law. This is most notable in competition law. In most cases, though, the impact comes through secondary legislation, that is, directives or regulations. Directives have to be implemented in national law, whereas regulations are binding as such. An example of a field that has been heavily influenced by the European Union is consumer law. The Court of Justice of the European Union plays an important interpretive role.

C. System of Private Law

From a structural viewpoint, Finnish lawyers perceive domestic law in the Continental European manner as a systematic whole. That is, despite the absence of a general civil code, the law is thought to form a doctrinal structure.Finnish accounts of the systematisation of law often begin with the distinction between the legal order and the legal system. The legal order is the entirety of valid legal norms at a given moment, whereas the legal system is the result of systematisation efforts by legal science. Systematisation efforts involve, above all, organising legal norm material into fields of law. It is commonly thought that the general doctrines of a field of law are decisive for its existence and identity, that is, its concepts, principles, and theories. In other words, in addition to a specific regulatory object, a field of law needs concepts that structure its normative material, principles that condense its normative contents, and theories that combine concepts and principles.

Legislation does not predetermine the systematisation of Finnish private law. The task of system building is largely entrusted to legal science. To be sure, systematisations created by legal science change over time. Furthermore, different scholars may have differing views as to how the system should be built, at least when it comes to details. However, the following outline of the fields of private law is well established and generally accepted.

Finnish private law is first divided into two parts, namely, general private law（or“civil law”）and special private law（or“economic law”）. General private law consists of the law of persons, patrimonial law（here, “patrimonial”refers to a person's property in general）, family law, and inheritance law. Special private law, which is not the main concern of this chapter, includes commercial law, labour law, and environmental law. Patrimonial law, then, consists of the law of obligations, property law, and the law of intellectual property.

Two different ways of thinking affect the present division between the law of obligations and property law. According to the older and perhaps somewhat old-fashioned view, the law of obligations concerns rights to receive something from another person, whereas property law concerns rights in physical things（literally, the Finnish word for property law, esineoikeus, means“the law of things”）. The newer view maintains that both fields of law concern relations between persons, yet different kinds of relations. While the law of obligations deals with relations between contracting parties, or other relations inter parties, property law deals with relations ultra parties, that is, relations between a contracting party and a third party. According to the newer way of thinking, property law is about questions of third-party protection in the exchange of rights, and its objects are not confined to rights in physical things.For example, with respect to assignment of claims, the relation between assignor and assignee would belong to the law of obligations, whereas potential relations between the assignee and the assignor's creditors and between the assignee and a competing assignee（double assignment）would belong to property law.

Generally, the greater the detail of systematisation, the greater the differences between divisions suggested by different scholars. The law of obligations is further systematised in two somewhat overlapping ways. On the one hand, its field is divided into a general part and a special part. The general part includes legal norms and doctrines common for all obligations, whereas the special part deals with specific types of obligations. When it comes to details, different scholars have drawn the line differently. Nonetheless, the general part is usually thought to include the content（correct fulfilment）, sanctions, alteration and cessation of obligations. The special part, then, is usually related to the different types of contracts and other dispositions, debts, and means of payment. The refund of benefit by unjust enrichment is in most cases dealt with in the special part, but it has been considered to fit into the general part, too.On the other hand, the law of obligations is divided into the fields of contract law, the law of compensation for（non-contractual）damages, and the refund of benefit by unjust enrichment.Section IV. C below gives a picture of the subfields of property law. The law of intellectual property, which is the third field of patrimonial law, is divided into two main fields, namely, copyright and industrial rights（for example patents and trademarks）.

II. Historical Context

A. Explanations for the Absence of a Civil Code

Legal history offers some plausible explanations for the absence of comprehensive civil codes in the Nordic countries. The explanations have been developed by contrasting the situation in the Nordic countries with the legal, social and political reasons for the emergence of codifications elsewhere in Europe during the same period.

At least three factors account for the codification movement. First, codifications were aimed at remedying the abundance of competing legal sources. Continental European legal systems had become extremely complex in the early modern period. Roman law had absorbed canon law, customary law, and the lex mercatoria. Local princes and cities had been issuing their own statutes. Complicated legal doctrines were needed to determine the relation between the different sources. On top of all this had grown an immense mesh of privileges. Second, codifications were seen as tools for modernising societies and changing social structures. In this sense, codifications provided national lawgivers with an easier and more effective way to steer the course of their nations. In contrast to ius commune, which had been above all a product of academe, codifications could easily be changed according to political will. Courts and citizens could follow codifications more easily than the old law. Importantly, judiciaries also had to follow the codified law. Third, codifications could serve nationalist purposes. Indeed, national codifications could be seen as important as national languages or literature.

The Nordic countries were never burdened by such an abundance of legal sources. The legal landscape and the social structure were relatively simple. Separate city laws, manorial law, and local princely legislation were unknown. The content of customary law was not clearly established, partly because it remained unwritten. Canon law had ceased to exist as a separate body of law after the Lutheran Reformation. Most importantly, ius commune was never received as the subsidiary body of law; the number of trained lawyers was simply too small for full reception.

All this left ample space for the so-called proto-codifications, namely, Danske Lov of 1683（Denmark）, Norske Lov of 1687（Norway）, and the Swedish Law of the Realm of 1734. These collections of laws are called proto-codifications because they were, unlike the Prussian Allgemeines Landsrecht and the French Code Civil，and others, not products of the scientific environment of natural law and conceptual jurisprudence. Although they were not codifications in the modern sense, they served similar needs. Furthermore, as Denmark-Norway and Sweden-Finland came to resemble typical nation states in the 19th century, the proto-codifications were already national in character.

In sum, because of the fewness of competing legal sources, the existence of proto-codifications, and the absence of Roman law to be cleared out the way, 19th century Nordic societies felt no need for modern codifications. As the century advanced and the Nordic countries began to compile their laws and practices in statutory form, statutory law as such, even without the form of codification, could cater for the modernisation needs of these societies.

B. Closest Counterpart to a Civil Code: The Law of 1734

Finland has never had a general civil code in the modern sense of the term. The closest historical counterpart is the Swedish Law of the Realm of 1734（“the Law of 1734”）.Until 1809, Finland was the eastern half of the Kingdom of Sweden, thereafter an autonomous part of the Russian Empire, and declared independence in 1917.The first five of the nine codes（or“beams”, as they were named; in Swedish: balk）of the Law of 1734 concern private law, namely, marriage, inheritance, real property, building, and trade. This law did not deal with abstract legal institutions and their effects. Instead, it was built by the casuistic method, and thus provided rules for concretely described situations.Some of its original provisions（in the codes of building, trade, and judicial procedure）are still in force in Finland, but most of them are of very little practical importance.Legal historians tend to emphasise the significance of this law as a carrier of legal tradition.

III. Comparative Classifications

René David and John E. C. Brierley include Finnish and the other Nordic legal systems in the Romano-Germanic legal family. They admit, though, that the diversity within this legal family may necessitate secondary groupings. In their view, Nordic（Scandinavian）laws could be recognised as a secondary grouping, alongside Latin, Germanic, and Latin American laws, and so on. However, they do not seem to seriously pursue this idea. While they discuss certain particular features of Nordic laws, such as the absence of modern codifications, these legal systems generally merge into their account of the Romano-Germanic legal family.

A more detailed, and today arguably more influential, classification is presented by Konrad Zweigert and Hein Kötz. They remark that the Nordic legal systems expose difficulties with the usual implicit assumption that the Western legal systems belong either to the common law or to the civil law. According to them, Nordic laws cannot be allocated to the common law because their development has been quite independent of English law and because they display few, if any, indications of the common law, such as the typical methods of finding law and the strong emphasis on judicial decisions in important areas of private law. They have doubts about allocating Nordic laws to the civil law either, due to the fact that Roman law has played a relatively modest role in the legal development of the Nordic countries, and because of the absence of comprehensive civil codes. Nevertheless, they conclude that Nordic laws belong to the civil law, but“by reason of their close interrelationship and their common ‘stylistic' hallmarks, they must undoubtedly be admitted to form a special legal family, alongside the Romanistic and German legal families”.

Zweigert and Kötz's view comes close to the prevailing opinion, which is also shared by Nordic jurists. The prevailing opinion is that the Nordic legal systems form a separate legal family distinct not only from the common law but also from the civil law, in spite of the considerable Continental European influence. A typical justification for this opinion is the long and continuing Nordic legal tradition which, to name some of its reputed characteristics, attaches relatively little importance to legal formalities and construction of large theoretical systems, and avoids undue conceptualism. It is often suggested that the absence of comprehensive civil codes contributes to an atmosphere of concrete and pragmatic thinking, as opposed to the more abstract and systematic thinking of Continental Europe.

IV. Patrimonial Law Legislation

A. Contract Law

The great bulk of Finnish contract law legislation is contract-type specific. The most important exception is the Contracts Act（228/1929）,which is a general act on concluding contracts, authorisation to conclude contracts, and invalidity and adjustment of contracts.No general legislation exists on other central matters such as the content of contractual obligations, breach of contract, and contractual remedies. Contracts unregulated by legislation are subject to relatively uniform general principles. However, the content of general principles varies according to the following distinctions: standard-term contracts and individually negotiated contracts, consumer contracts and contracts between businesses, and transactions and long-term contracts. General principles also complement regulation of those contract types that are subject to special legislation, unless the relevant legislation provides otherwise.

Since the end of the 1980s, contract law legislation has remarkably expanded. As a consequence, the position of written law as a source of contract law has strengthened. Examples of this legislation include the Sale of Goods Act（355/1987）, the Act on Commercial Representatives and Salesmen（417/1992）, the Act on the Regulation of Contract Terms between Entrepreneurs（1062/1993）, the Act on Residential Leases（481/1995）, the Act on the Lease of Business Premises（482/1995）, the Housing Transactions Act（843/1994）, the Insurance Contracts Act（543/1994）, the Package Travel Act（1079/1994）, the Code of Real Estate（540/1995）, the Payment Services Act（290/2010）, the Act on Guaranties and Third-Party Pledges（361/1999）, the Act on Real Estate and Housing Agency Services（1074/2000）, and the Employment Contracts Act（55/2001）.

B. The Law of Compensation for (Non-contractual) Damages

The general act regulating compensation for non-contractual damages is the Tort Liability Act（412/1974）. In matters unregulated by this act, such as causality and unforeseeable damages, the case law of the Supreme Court is of particular importance.

Special legislation is common in this field. Examples include the Employment Accidents Insurance Act（608/1948）, the Traffic Insurance Act（279/1959）, the Nuclear Liability Act（484/1972）, the Act on Compensation for Crime Damage（1204/2005）, the Act on Compensation from State Funds for the Arrest or Detention of an Innocent Person（422/1974）, the Patient Damages Act（585/1986）, the Occupational Disease Act（1343/1988）, the Product Liability Act（694/1990）, the Act on Compensation for Damage Caused by Ordnance to a Civilian（1213/1990）, the Act on Compensation for Environmental Damage（737/1994）, the Environmental Damage Insurance Act（81/1998）, the Rail Traffic Liability Act（113/1999）.

C. Property Law

The law of real property is largely covered by the Code of Real Estate（540/1995）. The code includes provisions on sale and transfer of real property, the registration system,registration of title and special rights, and real estate liens and mortgages. It has been discussed whether the principles and rules of this code could be generalised within the field of property law, that is, whether they could be applied beyond the law of real property. Other central statutes in the law of real property are the Real Estate Register Act（392/1985）, the Real Estate Formation Act（554/1995）, and the Land Use and Building Act（132/1999）.

No general legislation or provisions exists, on ownership, except the Act on Certain Co-ownership Relations（180/1958）. Besides real property, registration legislation exists on book-entry securities: the Act on the Book-Entry System（826/1991）and the Act on Book-Entry Accounts（827/1991）. In addition, legislation on industrial rights, such as patents and trademarks, includes provisions on registration of these rights. Registration also plays a role with respect to certain non-possessory security rights over movable property（mortgages）. Legislation exists on mortgages over aircraft, vessels, and certain kinds of cars, albeit that the respective acts have long needed reform. The Enterprise Mortgage Act（634/1984）enables businesses to use their tangible movables and intangibles as“floating”security for credit. No general legislation exists on rights to use and rights of severance, but special legislation has been enacted on leases: the Act on Residential Leases（481/1995）, the Act on the Lease of Business Premises（482/1995）, and the Act on the Lease of Land（258/1966）. Some provisions of the archaic and casuistic“Trade Code”of the Law of 1734 still apply to matters of movable property. For example, good faith acquisition is based on these provisions. The Promissory Notes Act（622/1947）regulates the transfer and pledge of negotiable and ordinary promissory notes, and applies to receivables by way of analogy. Furthermore, many provisions relevant to substantive property law are found in insolvency legislation.

V. Commercial Law Legislation

Finland does not have a commercial code in the sense of a comprehensive codification. Still, a field of law called commercial law exists. Its systematic place is in special private law（see section I. C above）, and its subfields are rather heterogeneous. The central subfields are the law of business organisations, market law, and consumer law. Sometimes, especially in university curricula, the law of intellectual property is also included in commercial law.

Many matters of a commercial nature, such as specific types of commercial contracts, negotiable instruments, means of payment, and security rights（security for credit）are traditionally dealt with in the relevant fields of general private law（patrimonial law）. As a matter of fact, one of the common characteristics between the Nordic legal systems is that no sharp distinction exists between civil law and commercial law.

Central statutes in the law of business organisations are the Partnerships Act（389/1988）, the Act on European Economic Interest Grouping（1299/1994）, the Limited Liability Companies Act（624/2006）, the Act on European Company（742/2004）, the Co-operatives Act（1488/2001）, and the Act on European Cooperative Society（906/2006）. In market law, central statutes of general application are the Competition Act（948/2011）, the Unfair Business Practices Act（1061/1978）, and the Act on the Right to Practice a Trade（122/1919）. Additionally, market law includes sector-specific legislation on, for example，energy markets, communications, postal services, transport, financial services and insurance.Consumer law is discussed in more detail in the following section.

VI. Consumer Law Legislation

A. Overview

Finnish consumer law legislation consists of several statutes. In recent years, this field has been heavily influenced by European law. It has been estimated that at least three fourths of the provisions are based on European Union legislation.

The core statute of the field is the Consumer Protection Act（38/1978）. In its present form, the act includes provisions on its scope of application, which largely define the scope of consumer law in general, as well as chapters on regulation of marketing, regulation of contract terms, adjustment and interpretation of a contract, sale of consumer goods, door-to-door selling and distance selling, distance selling of financial services and instruments, consumer credit, certain consumer service contracts, sale of building elements（installation-ready construction parts）and construction contracts, and time-share and long-term holiday products. Other consumer legislation includes the Act on Real Estate and Housing Agency Services（1074/2000）, the Housing Transactions Act（843/1994）, the Package Travel Act（1079/1994）, the Consumer Safety Act（920/2011）, and the Product Liability Act（694/1990）. Additionally, decrees have been issued that specify some acts.

The following statutes concern the consumer authorities: the Act on the Consumer Agency（1056/1998）, the Act on the Consumer Disputes Board（8/2007）, the Act on Financial and Debt Counselling（713/2000）, the Market Court Act（1527/2001）, the Act on Certain Procedures before the Market Court（1528/2001）, and the Act on Class Actions（444/2007）.

In addition, certain statutes of a general nature contain special provisions concerning consumer relations. Examples include the Electricity Market Act（386/1995）, the Insurance Contracts Act（543/1994）, and the Interests Act（633/1982）.

B. Consumer Contracts

Consumer contracts are concluded between a business（entrepreneur）and a consumer. These contracts concern consumer goods or services, that is, “goods, services and other merchandise and benefits that are offered to natural persons or which such persons acquire, to an essential extent, for their private households”（Consumer Protection Act, Chapter 1 Section 3）.

Consumer contracts do not belong to the traditional systematisation of contract law, which is based on recognition of different contract types. In that respect, the concept of the consumer contract can be said to have a fragmenting effect on the traditional system. On the one hand, the concept of the consumer contract splits traditional contract types into two parts. For example, instead of speaking of sales contracts as a unitary type, consumer sales have to be distinguished from“ordinary”sales. On the other hand, the concept of the consumer contract includes several traditional contract types: consumer sales, consumer services, and so on. It should be also noted that the significance of the concept of the consumer contract is not limited to the scope of application of the Consumer Protection Act. That is, the concept plays a role in general doctrines of contract law and the law of obligations（see section VI. C below）.

The Consumer Protection Act includes some general provisions that concern all consumer contracts. These are found in Chapter 3 on regulation of contract terms, according to which a business may be enjoined from using a contract term which is to be deemed unreasonable from the point of view of consumers, and in Chapter 4 on adjustment and interpretation of a contract. Additionally, the provision of Chapter 10 Section 5 of the Code of Judicial Procedure（4/1734）, which concerns jurisdiction as to claims based on consumer protection legislation, concerns all consumer contracts. However, the main part of the more specific regulation concerns specific types of consumer contracts. A common feature of the special provisions on consumer contracts is that they are usually mandatory. For example, Chapter 5（Sale of Consumer Goods）Section 2 of the Consumer Protection Act prescribes: “A contract term differing from the provisions of this chapter to the detriment of the buyer shall be void unless otherwise provided below. ”That is, deviations from the provisions are allowed if they improve the consumer's position. Similar examples are Section 3（2）of the Insurance Contracts Act and Section 25a（1）of the Electricity Market Act.

The general aim of regulation of consumer contracts, which holds true for consumer law as a whole, is to improve the consumer's position in relation to the entrepreneur, who is generally assumed to be the stronger party both in terms of bargaining power and information. Because this regulation is based on the formal statuses of consumer and business, the protection it offers is sometimes criticised for over-and under-inclusiveness, that is, of having too little regard for the contracting parties' actual need for protection.

C. Relationship Between General Contract Law and Consumer Contract Law

In the wake of consumer legislation, consumer law, with its strong public law elements, has emerged as a field separate from general private law. The same can be said about the relationship between consumer contract law and general contract law. This can also be seen in matters unregulated by legislation. It is considered clear that general principles of contract law and the law of obligations may be applied differently depending on whether the issue at hand concerns a relation between a consumer and a business or a relation between businesses.

However, this separateness is only relative. That is, many provisions of general contract law legislation, such as the Contracts Act, apply to consumer contracts and other contracts alike, as lex generalis. As regards consumer sales, the provisions of Chapter 5 of the Consumer Protection Act have been squared with those of the general Sale of Goods Act. The provisions of Chapter 5 of the Consumer Protection Act are the primary source as lex specialis. Additionally, Section 29 of the same chapter explicitly states that the provisions of the Sale of Goods Act apply to a sale referred to in the chapter, unless otherwise provided in the Consumer Protection Act. The section includes a list of provisions of the Sale of Goods Act which do not apply at all to consumer sales.

It has also been argued that isolation of consumer contract law from general contract law would be undesirable. According to this view, consumer contract law provides important impulses to the development of general contract law. Regulation of marketing liability in the Sale of Goods Act has been referred to as an example of these impulses because the provisions of the Consumer Protection Act served as one of its models.Furthermore, it has been argued that some provisions of Chapter 8 of the Consumer Protection Act on certain consumer services（repair and manufacture）may also become applicable in relations between businesses by way of analogy or as general principles of the law of obligations.In conclusion, the influence between consumer contract law and general contract law seems to go both ways.

VII. Labour Law Legislation

Most labour law can be divided into three subfields, namely, employment contract law, the law of collective agreements（collective bargaining）and employee participation, and the law of occupational safety and health.The core statute of employment contract law is the Employment Contracts Act（55/2001）. This regulates, among other things, employer and employee obligations, family leave, lay-offs, termination and cancellation of employment contracts, invalidity of employment contracts and unreasonable terms, international aspects of employment contracts, and liability for damages. Employment contracts are also regulated in the Seafarers'Employment Contracts Act（756/2011）and the Act on the Employment of Household Workers（951/1977）. Additionally, the provisions on apprenticeship in the Act on Occupational Training（630/1998）can be included in employment contract law.

Central statutes in the law of collective agreements and employee participation are the Collective Agreements Act（436/1946）,the Act on Collective Agreements for State Civil Servants（664/1970）, the Act on Collective Agreements for Local Government Officials（669/1970）, the Act on Confirmation of the General Applicability of Collective Agreements（56/2001）, the Mediation in Labour Disputes Act（420/1962）, the Act on the Labour Court（646/1974）, the Act on Co-operation within Undertakings（334/2007）, the Act on Personnel Funds（934/2010）, and the Act on Personnel Representation in the Administration of Undertakings（725/1990）.In the law of occupational safety and health, central statutes include the Occupational Safety and Health Act（738/2002）, the Radiation Act（592/1991）, the Occupational Health Care Act（1383/2001）, the Young Workers' Act（998/1993）, the Working Hours Act（605/1996）, and the Annual Holidays Act（162/2005）.

Furthermore, labour law has important intersections with non-discrimination law and social security law. The issue of discrimination is addressed in Section 6 of the Constitution of Finland（731/1999）,and further concretised in the Employment Contracts Act and the Act on Equality between Women and Men（609/1986）.Social security law is often considered to include both employment related and general social security law. Employment related social security law includes legislation on accident insurance, employment pension, wage guarantee in the case of employer insolvency, and unemployment benefits.

VIII. Family and Inheritance Law Legislation

Family law, which encompasses several statutes, is divided into the subfields of child law, name law, guardianship law, and relationship law. Inheritance law consists of statutory succession law and testament law（the law of wills）.

In child law, central statutes are the Paternity Act（700/1975）, the Act on Assisted Fertility Treatments（1237/2006）, the Act on Legal-Genetic Paternity Test（378/2005）, the Adoption Act（153/1985）, the Child Custody and Right of Access Act（361/1983）, the Act on the Execution of a Decision on Child Custody and Right of Access（619/1996）, the Act on Child Maintenance（704/1975）, the Maintenance Support Act（580/2008）, and the Child Welfare Act（417/2007）. The core statute of name law is the Names Act（694/1985）. In guardianship law, central statutes are the Guardianship Services Act（442/1999）, the Act on the Arrangement of Guardianship Services（575/2008）, and the Continuing Power of Attorney Act（648/2007）. Central statutes in relationship law are the Marriage Act（234/1929）, which applies to couples of the opposite sex, the Act on Registered Partnerships（950/2001）, which applies to same-sex couples, and the Act on the Dissolution of the Household of Cohabiting Partners（26/2011）. As for inheritance law, the core statute is the Code of Inheritance（40/1965）, which covers statutory succession law and testament law alike.

IX. Regional Private Law Legislation: Åland

Finland is a unitary state and, generally speaking, a unitary jurisdiction with respect to private law legislation. That is, as a starting point, the same private law applies in all parts of the country. The only exceptions stem from the autonomous status of the Region of Åland. The region is located in the Åland Islands, an archipelago in the Baltic Sea, at the entrance to the Gulf of Bothnia. The Åland Islands are demilitarised, and the region is monolingually Swedish-speaking. The population is approximately 28, 000 people.

The region's autonomous status includes competence to enact regional legislation in matters specified in Section 18 of the Act on the Autonomy of Åland（1144/1991）. Of these matters, at least the following may directly concern or touch upon private law：

7）building and planning, adjoining properties, housing;8）the appropriation of real property and of special rights required for public use in exchange for full compensation…9）tenancy and rent regulation, lease of land;10）the protection of nature and the environment, the recreational use of nature, water law; 11）prehistoric relics and the protection of buildings and artifacts with cultural or historical value; 12）health care and medical treatment … 14）education, apprenticeship, culture, sport and youth work; the archive, library and museum service…15）farming and forestry, the regulation of agricultural production…16）hunting and fishing, the registration of fishing vessels and the regulation of fishing industry…18）the maintenance of the productive capacity of the farmlands, forests and fishing waters; the duty to transfer, in exchange for full compensation, unutilised or partially utilised farmland or fishing water into the possession of another person to be used for these purposes, for a fixed period;19）the right to prospect for, lay claim to and utilise mineral finds;20）the postal service and the right to broadcast by radio or cable in Åland…21）roads and canals, road traffic, railway traffic, boat traffic, the local shipping lanes;22）trade…27）other matters deemed to be within the legislative power of Åland in accordance with the principles underlying this Act.

To give but one example, which directly concerns contract law, the region has enacted an act on the lease of apartments and other premises, hyreslag för landskapet Åland（1999: 19）. By contrast, Section 27 of the Act on the Autonomy of Åland includes a list of matters in which legislative competence belongs to the State of Finland. The list includes, among other things, the following matters：

6）surname and forename, guardianship, the declaration of the legal death of a person;7）marriage and family relations, the juridical status of children, adoption and inheritance… 8）associations and foundations, companies and other private corporations, the keeping of accounts; 9）the nation-wide general preconditions on the right of foreigners and foreign corporations to own and possess real property and shares of stock and to practice trade; 10）copyright, patent, copyright of design and trademark, unfair business practices, promotion of competition, consumer protection;11）insurance contracts;12）foreign trade;13）merchant shipping and shipping lanes;14）aviation…16）the formation and registration of pieces of real property and connected duties;17）mineral finds and mining…21）labour law…40）telecommunications…41）the other matters under private law not specifically mentioned in this section, unless the matters relate directly to an area of legislation within the competence of Åland according to this Act;42）other matters that are deemed to be within the legislative power of the State according to the principles underlying this Act.

Another aspect of the region's autonomous status, which clearly has implications for private law, is the so-called right of domicile, regulated in Chapter 2 of the Act on the Autonomy of Åland. The right of domicile is a form of regional citizenship, introduced with a view to protecting the local culture and Swedish language as well as keeping the land in Ålandic ownership. The right of domicile can be acquired by birth or application. Acquisition by application normally requires that the applicant, who must be a Finnish citizen, has lived in Åland for at least five years, and has a satisfactory command of the Swedish language. Persons without the right of domicile are subject to restrictions on the right to acquire real property and the right to practice a trade. The former restrictions are laid down in the Act on the Acquisition of Real Property in Åland（3/1975）, and the latter restrictions in regional legislation.

In conclusion, the instances where the autonomous status of the Region of Åland may concern private law are limited and rather disjointed. They do not form a coherent whole, let alone being able to create a complete system of private law. The general framework and great bulk of private law applied in Åland is the same as in mainland Finland.

X. Private International Law Legislation

At present, Finnish private international law is largely based on European Union legislation. The core of this field consists of the Regulation（EC）593/2008 on the law applicable to contractual obligations（Rome I）and the Regulation（EC）864/2007 on the law applicable to non-contractual obligations（Rome II）, which provide uniform conflict rules.Both regulations are applied universally in the sense that the law specified by the regulation will be applied whether or not it is the law of a European Union Member State.

Conflict rules and other private international law regulation on specific types of contracts are also found in individual domestic acts. Examples include the Act on the Law Applicable to Certain Insurance Contracts of International Character（91/1993）, the Maritime Act（674/1994）, the Act on Negotiable Promissory Notes（242/1932）, the Act on Cheques（244/1932）, the Act on the Law Applicable to Sale of Goods of International Character（387/1964）, the Consumer Protection Act（38/1978）, and the Posted Workers Act（1146/1999）.

Before the Rome II Regulation entered into force, Finnish conflict rules on non-contractual obligations were unwritten and ambiguous.This is still largely the case for conflict rules on property law matters.The unwritten general rule for rights in immovable and tangible movable property is the lex rei sitae rule. An open question is the law applicable to third-party effectiveness of an assignment of claims.

Finnish international family law was quite thoroughly reformed in 2002. The new provisions are found in Part V of the Marriage Act（234/1929）and Chapter 26 of the Code of Inheritance（40/1965）.

XI. Private Law Legislation, the National Constitution, and Public International Law

A. Relationship Between Private Law and the Constitution

The relationship between private law legislation and the Constitution of Finland（731/1999）is too complicated a topic to be thoroughly discussed in this article. Therefore, suffice to mention just some of their contact points. These can be found in legislative work, application of law by courts, and systematisation efforts by legal science.

First and foremost, private law legislation, like legislation in general, must be enacted in accordance with the Constitution. The rules on enactment of legislation are included in Chapter 6 of the Constitution. If the legislation to be enacted restricts a fundamental right（Chapter 2 of the Constitution）, the following list of preconditions compiled by the Constitutional Law Committee of the Parliament has to be fulfilled: the restriction has to be enacted by an act（not a lower-level statute）, the scope of the restriction and its limits have to be exact, the grounds for the restriction have to be acceptable（pressing societal need）, the core of the fundamental right in question has to remain untouched, the restriction has to be proportionate, “protection under the law”in accordance with Section 21 of the Constitution has to be available, and Finland's international human rights obligations have to be adhered to. According to Section 22 of the Constitution, the public authorities shall guarantee the observance of fundamental rights and human rights. This provision seems to set some requirements as to the content of private law legislation. For example, it has been argued that when it comes to fundamental rights of a personal and economic nature, one of the most central means of protection is compensation for damage.

In the application of law by courts, Section 106 of the Constitution may also become relevant with respect to private law legislation. According to this section, if applying a provision of an act would be in evident conflict with the Constitution, the court has to give primacy to the Constitution. The requirement of an“evident conflict”underlines the exceptionality of these situations.

Furthermore, private law legislation may be touched by the requirement of fundamental-right conforming interpretation. This relates to the horizontal effect of fundamental rights, that is, the effect between private parties. In this respect, the starting point of the Finnish system of fundamental rights is the so-called indirect horizontal effect, which means that the effect of fundamental rights between private parties takes place primarily through ordinary legislation. When applying legislation, courts have to choose the outcome alternative which best promotes realisation of fundamental rights. Thus, fundamental rights provide arguments and supplementary aspects for adjudication that applies ordinary legislation.However, it is common that in a dispute both parties are able to invoke their“own”fundamental rights. For example, in a damages case, the claimant may rely on the right to personal integrity（Section 7）, the right to privacy（Section 10）, or protection of property（Section 15）, whereas the defendant may rely on the right to work and the freedom to engage in commercial activity（Section 18）, or freedom of expression（Section 12）. Since the Constitution includes no order of priority as to fundamental rights, the court has to weigh the parties'arguments. Generally，arguments that concern the core of a fundamental right weigh more.

In legal science, Professor Juha Pöyhönen（Karhu）has outlined a theoretical resystematisation of Finnish private law（patrimonial law）in accordance with fundamental rights. Instead of the mere concept of freedom, which has been the core of the traditional system, the new system would be founded on the entire system of fundamental rights.

B. Relationship Between Private Law and Treaties

Finland adheres to the so-called dualist theory, which perceives national law and international law as separate systems. Therefore, the provisions of treaties or other international obligations are not formally considered as a part of the Finnish internal legal system until they have been implemented into it, that is, until they have been brought into force.Before implementation, an international obligation would not, as a rule, be applied by Finnish courts or other authorities, nor would it affect the rights or obligations of a person within Finland's jurisdiction. Section 95（1）of the Constitution prescribes as follows: “The provisions of treaties and other international obligations, in so far as they are of a legislative nature, are brought into force by an act. Otherwise, international obligations are brought into force by a decree. ”Implemented international obligations occupy the same hierarchical position as Finnish domestic legislation, and they will be applied similarly.

In practice, implementation is usually achieved by so-called blanket acts or decrees, which merely state that the treaty in question is brought into force, and the text of the treaty is annexed to the act or decree.As regards norm conflicts between implemented treaties or between an implemented treaty and ordinary national legislation, the prevailing view（already formed before the present Constitution was enacted）has been that the norm-hierarchical level of an implemented treaty follows the norm-hierarchical level of its implementing enactment. Then, the usual principles of lex superior, lex posterior, and lex specialis can be applied. However, these principles should not be taken too rigidly. It has been suggested as a strong presumption that the legislator cannot have meant a binding international obligation to be derogated（for which Finland could become liable）. Conflicts can, and should, usually be avoided by way of harmonising interpretation.

XII. Codification Attempts and Prospects

Comprehensive codification of law, including private law, was attempted in Finland in a project that began seriously in 1835. At that time（between separation from the Kingdom of Sweden in 1809 and the declaration of independence in 1917）, Finland was an autonomous Grand Principality（“Grand Duchy”）of the Russian Empire. The project was an offshoot of Russian efforts, directed by Mikhail Speransky, that had resulted in the Svod Zakonov Rossiskoj Imperii codification of 1832.

Finnish law was to be codified according to the Russian model. From the Russian authorities' viewpoint, this project was about rationalisation, essentially for Finland's own good. Unlike later Russian policies towards the Grand Principality of Finland, it was not motivated by Russian nationalism and Pan-Slavism. Nevertheless, Finns perceived the Russian measures as a policy of oppression.

The project faced firm opposition in Finland, and was eventually rejected. However, the Finnish response was not unanimous.Proponents of codification saw a chance to reform out-dated legislation, and to organise the large body of existing norms in a more manageable way. Opponents claimed that codification would discontinue the Swedish-Finnish legal tradition, stir confusion in legal practice, and open the door for Russification of Finnish law. Finally, the opposing arguments convinced the Russians to set the project aside“for the time being”.The stability of the Grand Principality was regarded as more important than codification and unification.Codification plans were resumed on some later occasions, but they never led to concrete results.

Apparently, enactment of a comprehensive civil code has not been planned or seriously discussed in Finland during its independence. In 1948, Frederik Vinding Kruse, a Danish professor, presented his own proposal for a Nordic Civil Code.However, as Professor Ulf Bernitz states, “this project was hardly taken seriously”.Recently, Finnish scholars have participated in discussions on the need for and feasibility of a European Civil Code.