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I almost signed a contract last month that could’ve cost me €15,000 in legal fees—and maybe even lost my business license in Norrbotten County.

I didn’t know what “governing law” meant.

I thought it was just boilerplate.
I thought it didn’t matter if it said “Swedish law” or “Thai law” or “international law.”
I thought I could just copy-paste a contract from Alibaba and call it a day.

I was wrong.

I’m Zangwen. From Yunnan. Studied medical imaging in Hebei. Now run a small Thai restaurant in Umeå, Sweden. My family back home still thinks I’m wasting my degree. “Why not just work in a hospital?” they ask. I don’t blame them. I didn’t know either, five years ago.

But here I am. Trying to scale. Trying to export our curry paste to Finland. Trying to sign a distribution contract with a small logistics company in Norrbotten County.

And I almost blew it.

The Contract That Almost Broke Me

The company was called “Nordic Cargo Connect.” Small, local, no fancy office—just a guy named Erik who spoke perfect English and drove a Volvo with a bumper sticker that said “Sverige Tack” (Sweden Thanks).

He had a contract. Clean. Simple. Five pages.
I read it.
It said:

“This Agreement shall be governed by and construed in accordance with the laws of Sweden.”

I thought: “Okay. Fine. We’re in Sweden. Makes sense.”

But then I asked:
“What happens if there’s a dispute? Where do we sue?”

He said: “Oh, here. In Luleå. The court is right downtown.”

I didn’t ask anything else.

I signed.

Two days later, I told JingJing about it. I said: “Hey, I just signed a distribution deal in Norrbotten. Easy, right?”

She didn’t say yes or no.
She just sent me a link:
Nuvve’s 50MW BESS project in Sweden
Then she wrote:

“Zangwen, if a company can raise €10M to build a battery system here, they have lawyers. You’re signing a contract with a guy who drives a Volvo. Who wrote this?”

That’s when I started digging.

What I Learned: Governing Law Isn’t Just a Clause. It’s a Map.

I thought “governing law” meant “which country’s rules we follow.”

It’s not.

It means:
→ Which courts get to hear the case
→ Which legal system interprets the terms
→ Which remedies are available if someone breaches
→ Even which language the court documents must be in

In Sweden, even if you’re a foreigner, if your contract says “Swedish law governs,” then:

  • You’re subject to the Swedish Enforcement Authority (Kronofogden) for debt collection
  • You must follow the Swedish Code of Judicial Procedure
  • If you’re sued, you may need to appear in person in Luleå or Umeå
  • Translation of documents may be mandatory
  • And yes—Swedish courts don’t award punitive damages like U.S. courts do. But they do award costs. And those costs can be brutal.

I almost signed a contract that said:

“Disputes shall be resolved in the courts of Norrbotten County.”

I didn’t know that meant:
→ No jury
→ No contingency lawyers
→ You pay your own legal fees even if you win
→ The court may require you to submit documents in Swedish

I didn’t know Sweden has a “loser pays” rule.

I thought: “It’s just a contract.”

Later, I realized: the process is more complicated than I imagined.

My Mistake: I Thought “Simple” Meant “Safe”

I’ve seen too many Chinese entrepreneurs sign contracts with European companies because:

  • “They’re polite.”
  • “They don’t argue.”
  • “They have a nice website.”

But in Sweden, silence isn’t agreement. It’s caution.

I found a post on a Reddit thread (r/SwedenBusiness) from someone who said:

“I signed a contract with a Finnish supplier. Said ‘governing law: Finland.’ They sent me a bill for €8,000. I didn’t pay. They sued. Took 14 months. I lost. Paid €12,000 in legal fees and damages. I didn’t even have a lawyer.”

That’s when I got scared.

I called a Swedish legal aid group in Umeå.
They were kind.
They said:

“If you’re not a resident and not registered in Sweden, and you sign a contract governed by Swedish law, you’re still bound by it. Jurisdiction is not about where you live. It’s about what you agree to.”

I almost made the same mistake as the guy on Reddit.

How to Check If a Contract Is Safe (Even If You’re Not a Lawyer)

Here’s what I did after I panicked:

  1. Highlighted the governing law clause
    → If it says “Swedish law,” you’re in Sweden’s legal system.
    → If it says “English law,” you’re in England’s.
    → If it says “UNCITRAL,” you’re in arbitration—expensive, but neutral.

  2. Looked for jurisdiction
    → “Exclusive jurisdiction in Luleå District Court” = you must go there.
    → “Any court of competent jurisdiction” = dangerous. Too vague.

  3. Asked: “What happens if I don’t pay?”
    → Sweden has a debt collection system called Kronofogden.
    → They can freeze your bank account—even if you’re outside Sweden.
    → They can block you from entering Schengen if you owe enough.

  4. Asked for the lawyer’s name
    → If the other side says “we used a template,” run.
    → If they say “we used Advokatfullmektig Anna Lindberg,” then Google her.
    → Check the Swedish Bar Association (Sveriges Advokatsamfund) website.

I found out:
There’s a free legal aid service in Norrbotten County called Rättshjälp Norrbotten.
They help small businesses.
They don’t do international contracts for free, but they’ll tell you if your contract is a trap.

I went.
They spent 40 minutes with me.
They said:

“Your contract is not illegal. But it’s unbalanced. You have no exit clause. No force majeure. No currency protection. And you’re agreeing to pay in SEK, even if your costs are in THB.”

I rewrote it.

Three Things I Wish I Knew Before Signing

  1. Swedish contracts are silent on culture.
    In Thailand, we say “let’s be friends.” In Sweden, they say “let’s define breach.”
    Don’t mistake politeness for flexibility.

  2. “Standard contract” doesn’t mean “fair.”
    Many European templates favor the local party.
    If you’re the foreigner, you’re the risk.

  3. You don’t need a fancy lawyer. You need a local one.
    I found a young lawyer in Umeå who charges 1,200 SEK/hour (≈ €110).
    She helped me rewrite one page.
    It cost me €150.
    It saved me from losing €15,000.

FAQ: What Should You Do If You’re Signing a Contract in Sweden?

Q1: How do I know if the governing law clause is right for me?

Steps:

  1. Look at where your costs are (THB? EUR?).
  2. Look at where your customer is (Sweden? Norway?).
  3. Ask: “Which legal system can I actually afford to use?”
    Points to check:
  • Can you afford to travel to Sweden for a court case?
  • Do you have a Swedish bank account?
  • Can you read Swedish legal documents?
    → If not, suggest arbitration in Stockholm (Svea Court of Appeal) or use English law with a neutral venue.

Q2: Can I use a contract from China or Thailand in Sweden?

Steps:

  1. Never use a contract without a jurisdiction clause.
  2. If the contract says “this agreement is governed by Chinese law,” Swedish courts may refuse to enforce it.
  3. Best path: Use a hybrid clause — “governed by Swedish law, disputes resolved in arbitration under SCC Rules.”
    Sources:

Q3: Where can I get free advice in Norrbotten County?

Steps:

  1. Visit Rättshjälp Norrbotten (Legal Aid Norrbotten)
    → Address: Södra Bågatan 13, 971 34 Luleå
    → Phone: +46 920-777 000
    → Website: rattshjalp.se (Swedish only — use Chrome translate)
  2. Ask for “företagsrådgivning” (business advice).
  3. Bring your contract. They’ll tell you if it’s risky.
    → They won’t rewrite it. But they’ll tell you what to ask your lawyer.

My Final Advice (From One Stressed-Out Thai Restaurant Owner to Another)

  • Don’t sign anything because it’s “simple.”
  • Don’t trust someone because they’re “nice.”
  • Don’t assume “everyone does it this way.”
  • Ask: “Who wrote this? What do they gain?”

I still run my restaurant. I still export curry paste. I still get calls from my mom asking why I didn’t become a radiologist.

But now, I know one thing:

In Sweden, the quietest people are often the ones who’ve been burned the most.

I didn’t want to be one of them.

If You’re Also in Sweden, Signing Contracts, and Feeling Lost…

You’re not alone.

I didn’t know where to start.
I didn’t know who to ask.
I thought I had to hire a €500/hour lawyer.

I didn’t.

I just asked one question:

“Is this contract fair to someone who doesn’t speak Swedish and doesn’t live here?”

And then I waited.

If you’re also in Norrbotten County, or anywhere in Sweden, trying to sign a contract with a European company—and you’re not sure if you’re being taken seriously, or just being polite—
you can always reach out to JingJing.

She’s not a lawyer.
She’s not a consultant.
She’s just someone who reads every submission on Lvga.com and tries to make sense of it.

If you’re in doubt, you can say:

“Hi JingJing, I’m Zangwen’s friend. I’m signing a contract in Sweden. Can you help me spot red flags?”

No promises.
No guarantees.
Just honest conversation.

You can find her on WeChat: lvga2015

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