Claim for damages against the arranger of a bond loan did not succeed
Supreme Court judgment 8 December 2025, HR-2025-2442-A, (case no. 25-061885SIV-HRET), civil case, appeal against Borgarting Court of Appeal's judgment 3 March 2025.
A, ANWI Holding AS, B, C, BK Medica AS, D, E, F, G, Gangaren Holding AS, H, I, J, K, L, M, K.P. Invest AS, N, Olaf Tufte AS, O, P, Q, Sunnic Norge AS, R, S, Trading Invest AS, T, Altinvest AS, U (Counsel Per Christen Conradi Andersen) v. Havnegaten Invest AS, Zurich Insurance Europe AG, Norway Branch (Counsel Kyrre Width Kielland)
The arranger of a bond loan forwarded information from the issuer of the loan to potential investors. It later turned out that the information was based on forged documents and deliberately false statements. Both the company that issued the bond loan and its sole owner subsequently went bankrupt. The investments in the bond loan were completely lost. The underlying cause of the investors’ losses was the company owner’s fraud. The question was whether employees of the arranger acted negligently in a manner giving rise to liability by forwarding the forged and incorrect information.
The Supreme Court held that an arranger must, as a general rule, be able to rely on the authenticity of documentation and the truthfulness of information received from the issuer. If there are special or concrete circumstances giving reason to suspect that the issuer is acting dishonestly, the arranger must carry out specific investigations. The fact that the bond loan involves high credit risk or that key documents are easy to verify is, in itself, not sufficient to trigger such a duty of investigation. Industry practice was central to the Supreme Court’s determination of the standard of good business conduct regarding this type of “authenticity checks.”
The Court of Appeal’s assessment that the arranger, in its work on the information provided to investors, had carried out the investigations required by the standard of good business conduct was not based on an error of law. The requirements that investors could reasonably impose on the arranger had not been disregarded and the investors’ appeal against the Court of Appeal’s judgment was therefore dismissed.
The judgment clarifies the scope of an arranger’s duty to verify the authenticity of documents and the truthfulness of information.
Read the judgment from the Supreme Court (Norwegian only) (PDF)
Key paragraphs: 52–54, 56–58 og 66–67.
Areas of law: tort law, securities law
Justices: Bull, Bergsjø, Arntzen, Sæther, Steen