## Facts

- Bulgarian Foreign Trade Bank Ltd. (Bulbank) borrowed funds from GiroCredit Bank under a 1983 loan contract governed by Austrian law.
- The loan contract included an arbitration clause calling for arbitration in Stockholm under ad hoc UNCITRAL/UNECE-type rules and did not contain an express confidentiality provision.
- GiroCredit assigned payment rights under the loan to A.I. Trade Finance, Inc. (AIT), which asserted creditor rights and commenced arbitration against Bulbank in Sweden.
- Bulbank challenged the tribunal’s jurisdiction, contending that the arbitration clause did not bind it vis-à-vis AIT as assignee; the tribunal issued an interim jurisdictional decision finding jurisdiction.
- Representatives of AIT provided the jurisdictional decision to a U.S. legal journal, which published it.
- Bulbank argued the publication breached an implied duty of confidentiality and therefore terminated or invalidated the arbitration agreement; the tribunal rejected that request and later issued a merits award for AIT.
- Bulbank sought to set aside or invalidate the award in Swedish courts; the Court of Appeal rejected the challenge, and the Swedish Supreme Court granted review only on whether an alleged confidentiality breach could revoke the arbitration clause.

## Issues

1. Whether Swedish law implies a duty of confidentiality between parties to an ad hoc arbitration absent an express confidentiality agreement or applicable rules imposing confidentiality.
2. If such a duty exists, whether a party’s disclosure of an interim arbitral decision to a journal constitutes a breach that permits the other party to revoke or terminate the arbitration clause, rendering a subsequent award invalid.

## Decision

- The Swedish Supreme Court affirmed the Court of Appeal and rejected Bulbank’s challenge to the award.
- The Court held that Swedish law does not impose a general implied duty of confidentiality on parties to arbitration absent party agreement or rules expressly creating such a duty.
- Because no enforceable confidentiality obligation bound AIT, disclosure of the jurisdictional decision could not revoke or terminate the arbitration agreement.
- With the arbitration clause remaining effective, there was no basis to invalidate the arbitral award on this ground.
- Bulbank was ordered to reimburse AIT’s litigation costs in the Supreme Court, with statutory interest.

## Legal Principles

- Under Swedish law, party confidentiality in arbitration is not presumed; it must be established by contract, adopted institutional rules, or a specific agreement made during the proceedings.
- The private and non-public character of arbitration does not, by itself, create a legally enforceable duty preventing parties from disclosing arbitral decisions to third parties.
- A party cannot revoke or terminate an arbitration clause based on breach of a duty that Swedish law does not recognize as implied from the arbitration agreement; absent termination, the tribunal’s jurisdiction and award remain valid.

## Conclusion

The court upheld the arbitral award because Swedish law does not treat confidentiality as an implied term of the parties’ arbitration agreement; without an express confidentiality undertaking, disclosure of an interim decision did not revoke the arbitration clause or invalidate the subsequent award.


Bulgarian Foreign Trade Bank Ltd. v. A.I. Trade Fin., Inc., Case No. T 1881-99 (Swed. Sup. Ct. Oct. 27, 2000)