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CISG-online number
2973
Case name
“Laws as defined by the EEC (European Economic Community)” case
Arbitral Tribunal
ICC International Court of Arbitration
Seat of the arbitration
Paris (France)
Date of decision
2013
Case nr./docket nr.
18203 (Final Award)
Claimant 1
Respondent 1
Seller 1
Buyer 1
Category of goods
100: Unspecified goods
Goods as per contract
Goods (unspecified)
CISG applicable
no, Art. 1(1) (non-applicability of the CISG to domestic distribution contracts)
CISG applied
yes, due to parties’ contractual choice of the “the laws as defined by the EEC (European Economic Community)”
Key CISG provisions applied
Preamble; Art. 1(1(a); Art. 1(1)(b); Art. 7; Art. 25; Art. 61(1)(b); Art. 64(1)(a); Art. 74
CISG provisions also cited
Art. 39; Art. 53
Relevant CISG provisions not cited
Art. 9
Non-provision-specific issues addressed
Distribution agreement
This decision cites the following other CISG-online case 1
Decision published in 2
Full text of decision 1
by Till Maier-Lohmann
The dispute arose from a (domestic) distributor agreement between two companies based in the United Arab Emirates. The agreement contained the following clause:
"The validity, interpretation and legal effect of this agreement shall be governed by the laws as defined by the EEC (European Economic Community), and the parties hereto consent to and accept the jurisdiction of its courts. The parties undertake to resolve a dispute or disagreements, if any, which might arise from this agreement by amicable settlement. If an amicable agreement cannot be reached, either party is free to apply for arbitration in accordance with the settlement clauses of the International Chamber of Commerce in Paris.”
The sole arbitrator interpreted the term "laws as defined by the EEC" as reference to the CISG, although the contract was a domestic one between two parties from a non-Contracting State. In support of this interpretation, the arbitrator referred to most EU member States' ratification of the Convention. Since the ICC Rules and national arbitration laws give the parties broad freedom regarding their choice-of-law, an indirect choice of the CISG is not hindered by the fact that both parties' seats are in the UAE and the UAE have not ratified the CISG.
(Note that in another ICC arbitral award rendered in the same year (CISG-online Nr. 4027), the quite similar contractual choice of „the laws of the European Economic Community“ was interpreted as not encompassing the CISG.)