Uncitral Model Law on International Commercial Arbitration
Chapter I - General provisions
Article 1 - [Scope of application]
1) This Law applies to international commercial arbitration subject to any agreement in force between this State any other StateStates.
2) The provisions of this Law except articles 8 9 35 36 apply only if the place of arbitration is in the territory of this State.
3) An arbitration is international if:
a) the parties to an arbitration agreement have at the time of the conclusion of that agreement their places of business in different States; or
b) one of the following places is situated outside the State in which the parties have their places of business:
i) the place of arbitration if determined inpursuant to the arbitration agreement:
ii) any place a substantial part of the obligations of the commercial relationship is to be performedthe place with which the subject-matter of the dispute is most closely connected; or
c) the parties have expressly agreed that the subject-matter of the arbitration agreement relates to more than one country.
4) For the purposes of paragraph (3) of this article:
a) if a party has more than one place of business the place of business is that which has the closest relationship to the arbitration agreement;
b) if a party does not have a place of business reference is to be made to his habitual residence.
5) This Law shall not affect any other law of this State by virtue of which certain disputes may not be submitted to arbitrationmay be submitted to arbitration only according to provisions other than those of this Law.
Article 2 - [Definitions rules of interpretation]
For the purposes of this Law:
(a) "arbitration" means any arbitration whethernot administered by a permanent arbitral institution;
b) "arbitral tribunal" means a sole arbitratora panel of arbitrators;
c) "court" means a bodyorgan of the judicial system of a State;
d) a provision of this Law except article 28 leaves the parties free to determine a certain issue such freedom includes the right of the parties to authorise a third party including an institution to make that determination;
e) a provision of this Law refers to the fact that the parties have agreedthat they may agreein any other way refers to an agreement of the parties such agreement includes any arbitration rules referred to in that agreement;
f) a provision of this Law other than in articles 25(a) 32(2)(a) refers to a claim it also applies to a counter-claim it refers to a defence it also applies to a defence to such counter-claim.
Article 3 - [Receipt of written communications]
1) Unless otherwise agreed by the parties:
a) any written communication is deemed to have been received if it is delivered to the addressee personallyif it is delivered at his place of business habitual residencemailing address; if none of these can be found after making a reasonable inquiry a written communication is deemed to have been received if it is sent to the addressee's last-known place of business habitual residencemailing address by registered letterany other means which provides a record of the attempt to deliver it;
b) the communication is deemed to have been received on the day it is so delivered.
2) The provisions of this article do not apply to communications in court proceedings.
Article 4 - [Waiver of right to object]
A party who knows that any provision of this Law which the parties may derogateany requirement under the arbitration agreement has not been complied with yet proceeds with the arbitration without stating his objection to such non compliance without undue delay or if a time-limit is provided therefor within such period of time shall be deemed to have waived his right to object.
Article 5 - [Extent of court intervention]
In matters governed by this Law no court shall intervene except so provided in this Law.
Article 6 - [Courtother authority for certain functions of arbitration assistance supervision]
The functions referred to in articles 11(3) 11(4) 13(3) 14 16(3) 34(2) shall be performed by. . . (Each State enacting this model law specifies the court courts or referred to therein other authority competent to perform these functions.)
Chapter II - Arbitration agreement
Article 7 - [Definition form of arbitration agreement]
1) "Arbitration agreement" is an agreement by the parties to submit to arbitration allcertain disputes which have arisenwhich may arise between them in respect of a defined legal relationship whether contractualnot. An arbitration agreement may be in the form of an arbitration clause in a contractin the form of a separate agreement.
2) The arbitration agreement shall be in writing. An agreement is in writing if it is contained in a document signed by the partiesin an exchange of letters telex telegramsother means of telecommunication which provide a record of the agreementin an exchange of statements of claim defence in which the existence of an agreement is alleged by one party not denied by another. The reference in a contract to a document containing an arbitration clause constitutes an arbitration agreement provided that the contract is in writing the reference is such as to make that clause part of the contract.
Article 8 - [Arbitration agreement substantive claim before court]
1) A court before which an action is brought in a matter which is the subject of an arbitration agreement shall if a party so requests not later than when submitting his first statement on the substance of the dispute refer the parties to arbitration unless it finds that the agreement is null void inoperativeincapable of being performed.
2) Where an action referred to in paragraph (1) of this article has been brought arbitral proceedings may nevertheless be commencedcontinued an award may be made while the issue is pending before the court.
Article 9 - [Arbitration agreement interim measures by court]
It is not incompatible with an arbitration agreement for a party to request beforeduring arbitral proceedings a court an interim measure of protection for a court to grant such measure.
Chapter III - Composition of arbitral tribunal
Article 10 - [Number of arbitrators]
1) The parties are free to determine the number of arbitrators.
2) Failing such determination the number of arbitrators shall be three.
Article 11 - [Appointment of arbitrators]
1) No person shall be precluded by reason of his nationality acting as an arbitrator unless otherwise agreed by the parties.
2) The parties are free to agree on a procedure of appointing the arbitratorarbitrators subject to the provisions of paragraphs (4) (5) of this article.
3) Failing such agreement
a) in an arbitration with three arbitrators each party shall appoint one arbitrator the two arbitrators thus appointed shall appoint the third arbitrator; if a party fails to appoint the arbitrator within thirty days of receipt of a request to do so the other partyif the two arbitrators fail to agree on the third arbitrator within thirty days of their appointment the appointment shall be made upon request of a party by the courtother authority specified in article 6;
b) in an arbitration with a sole arbitrator if the parties are unable to agree on the arbitrator he shall be appointed upon request of a party by the courtother authority specified in article 6.
4) Where under an appointment procedure agreed upon by the parties
a) a party fails to act as required under such procedure or
b) the partiestwo arbitrators are unable to reach an agreement expected of them under such procedure or
c) a third party including an institution fails to perform any function entrusted to it under such procedure any party may request the courtother authority specified in article 6 to take the necessary measure unless the agreement on the appointment procedure provides other means for securing the appointment.
5) A decision on a matter entrusted by paragraph (3)(4) of this article to the courtother authority specified in article 6 shall be subject to no appeal. The courtother authority in appointing an arbitrator shall have due regard to any qualifications required of the arbitrator by the agreement of the parties to such considerations as are likely to secure the appointment of an independent impartial arbitrator in the case of solethird arbitrator shall take into account as well the advisability of appointing an arbitrator of a nationality other than those of the parties.
Article 12 - [Grounds for challenge]
1) When a person is approached in connection with his possible appointment as an arbitrator he shall disclose any circumstances likely to give rise to justifiable doubts as to his impartialityindependence. An arbitrator the time of his appointment throughout the arbitral proceedings shall without delay disclose any such circumstances to the parties unless they have already been informed of them by him.
2) An arbitrator may be challenged only if circumstances exist that give rise to justifiable doubts as to his impartialityindependenceif he does not possess qualifications agreed to by the parties. A party may challenge an arbitrator appointed by himin whose appointment he has participated only for reasons of which he becomes aware after the appointment has been made.
Article 13 - [Challenge procedure]
1) The parties are free to agree on a procedure for challenging an arbitrator subject to the provisions of paragraph (3) of this article.
2) Failing such agreement a party who intends to challenge an arbitrator shall within fifteen days after becoming aware of the constitution of the arbitral tribunalafter becoming aware of any circumstance referred to in article 12(2) send a written statement of the reasons for the challenge to the arbitral tribunal. Unless the challenged arbitrator withdraws his officethe other party agrees to the challenge the arbitral tribunal shall decide on the challenge.
3) If a challenge under any procedure agreed upon by the partiesunder the procedure of paragraph (2) of this article is not successful the challenging party may request within thirty days after having received notice of the decision rejecting the challenge the courtother authority specified in article 6 to decide on the challenge which decision shall be subject to no appeal while such a request is pending the arbitral tribunal including the challenged arbitrator may continue the arbitral proceedings make an award.
Article 14 - [Failureimpossibility to act]
1) If an arbitrator becomes de jurede facto unable to perform his functionsfor other reasons fails to act without undue delay his mate terminates if he withdraws his officeif the parties agree on the termination. Otherwise if a controversy remains concerning any of these grounds any party may request the courtother authority specified in article 6 to decide on the termination of the mate which decision shall be subject to no appeal.
2) If under this articlearticle 13(2) an arbitrator withdraws his officea party agrees to the termination of the mate of an arbitrator this does not imply acceptance of the validity of any ground referred to in this articlearticle 12(2).
Article 15 - [Appointment of substitute arbitrator]
Where the mate of an arbitrator terminates under article 1314because of his withdrawal office for any other reasonbecause of the revocation of his mate by agreement of the partiesin any other case of termination of his mate a substitute arbitrator shall be appointed according to the rules that were applicable to the appointment of the arbitrator being replaced.
Chapter IV - Jurisdiction of arbitral tribunal
Article 16 - [Competence of arbitral tribunal to rule on its jurisdiction]
1) The arbitral tribunal may rule on its own jurisdiction including any objections with respect to the existencevalidity of the arbitration agreement. For that purpose an arbitration clause which forms part of a contract shall be treated as an agreement independent of the other terms of the contract. A decision by the arbitral tribunal that the contract is null void shall not entail ipso jure the invalidity of the arbitration clause.
2) A plea that the arbitral tribunal does not have jurisdiction shall be raised not later than the submission of the statement of defence. A party is not precluded raising such a plea by the fact that he has appointedparticipated in the appointment of an arbitrator. A plea that the arbitral tribunal is exceeding the scope of its authority shall be raised as soon as the matter alleged to be beyond the scope of its authority is raised during the arbitral proceedings. The arbitral tribunal may in either case admit a later plea if it considers the delay justified.
3) The arbitral tribunal may rule on a plea referred to in paragraph (2) of this article either as a preliminary questionin an award on the merits. If the arbitral tribunal rules as a preliminary question that it has jurisdiction any party may request within thirty days after having received notice of that ruling the court specified in article 6 to decide the matter which decision shall be subject to no appeal; while such a request is pending the arbitral tribunal may continue the arbitral proceedings make an award.
Article 17 - [Power of arbitral tribunal to order interim measures]
Unless otherwise agreed by the parties the arbitral tribunal may at the request of a party order any party to take such interim measure of protection as the arbitral tribunal may consider necessary in respect of the subject-matter of the dispute. The arbitral tribunal may require any party to provide appropriate security in connection with such measure.
Chapter V - Conduct of arbitral proceedings
Article 18 - [Equal treatment of parties]
The parties shall be treated with equality each party shall be given a full opportunity of presenting his case.
Article 19 - [Determination of rules of procedure]
1) Subject to the provisions of this Law the parties are free to agree on the procedure to be followed by the arbitral tribunal in conducting the proceedings.
2) Failing such agreement the arbitral tribunal may subject to the provisions of this Law conduct the arbitration in such manner as it considers appropriate. The power conferred upon the arbitral tribunal includes the power to determine the admissibility relevance materiality weight of any evidence.
Article 20 - [Place of arbitration]
1) The parties are free to agree on the place of arbitration. Failing such agreement the place of arbitration shall be determined by the arbitral tribunal having regard to the circumstances of the case including the convenience of the parties.
2) Notwithsting the provisions of paragraph (1) of this article the arbitral tribunal may unless otherwise agreed by the parties meet at any place it considers appropriate for consultation among its members for hearing witnesses expertsthe partiesfor inspection of goods other propertydocuments.
Article 21 - [Commencement of arbitral proceedings]
Unless otherwise agreed by the parties the arbitral tribunal proceedings in respect of a particular dispute commence on the date on which a request for that dispute to be referred to arbitration is received by the respondent.
Article 22 - [Language]
1) The parties are free to agree on the languagelanguages to be used in the arbitral proceedings. Failing such agreement the arbitral tribunal shall determine the languagelanguages to be used in the proceedings. This agreementdetermination unless otherwise specified therein shall apply to any written statement by a party any hearing any award decisionother communication by the arbitral tribunal.
2) The arbitral tribunal may order that any documentary evidence shall be accompanied by a translation into the languagelanguages agreed upon by the partiesdetermined by the arbitral tribunal.
Article 23 - [Statements of claim defence]
1) Within the period of time agreed by the partiesdetermined by the arbitral tribunal the claimant shall state the facts supporting his claim the points at issue the reliefremedy sought the respondent shall state his defence in respect of these particulars unless the parties have otherwise agreed as to the required elements of such statements. The parties may submit with their statements all documents they consider to be relevantmay add a reference to the documentsother evidence they will submit.
2) Unless otherwise agreed by the parties either party may amendsupplement his claimdefence during the course of the arbitral proceedings unless the arbitral tribunal considers it inappropriate to allow such amendments having regard to the delay in making it.
Article 24 - [Hearings written proceedings]
1) Subject to any contrary agreement by the parties the arbitral tribunal shall decide whether to hold oral hearings for the presentation of evidencefor oral argumentwhether the proceedings shall be conducted on the basis of documents other materials. However unless the parties have agreed that no hearings shall be held the arbitral tribunal shall hold such hearings at an appropriate stage of the proceedings if so requested by a party.
2) The parties shall be given sufficient advance notice of any hearing of any meeting of the arbitral tribunal for the purposes of inspection of goods other propertydocuments.
3) All statements documentsother information supplied to the arbitration tribunal by one party shall be communicated to the other party. Also any expert reportevidentiary document on which the arbitral tribunal may rely in making its decision shall be communicated to the parties.
Article 25 - [Default of a party]
Unless otherwise agreed by the parties if without showing sufficient cause
a) the claimant fails to communicate his statement of claim in accordance with article 23(1) the arbitral tribunal shall terminate the proceedings;
b) the respondent fails to communicate his statement of defence in accordance with article 23(1) the arbitral tribunal shall continue the proceedings without treating such failure in itself as an admission of the claimant's allegations;
c) any party fails to appear at a hearingto produce documentary evidence the arbitral tribunal may continue the proceedings make the award on the evidence before it.
Article 26 - [Expert appointed by arbitral tribunal]
1) Unless otherwise agreed by the parties the arbitral tribunal
a) may appoint onemore experts to report to it on specific issues to be determined by the arbitral tribunal;
b) may require a party to give the expert any relevant informationto produceto provide access to any relevant documents goodsother property for his inspection.
2) Unless otherwise agreed by the parties if a party so requestsif the arbitral tribunal considers it necessary the expert shall after delivery of his writtenoral report participate in a hearing the parties have the opportunity to put questions to him to present expert witnesses in order to testify on the points at issue.
Article 27 - [Court assistance in taking evidence]
The arbitral tribunala party with the approval of the arbitral tribunal may request a competent court of this State assistance in taking evidence. The court may execute the request within its competence according to its rules on taking evidence.
Chapter VI - Making of award termination of proceedings
Article 28 - [Rules applicable to substance of dispute]
1) The arbitral tribunal shall decide the dispute in accordance with such rules of law as are chosen by the parties as applicable to the substance of the dispute. Any designation of the lawlegal system of a given State shall be construed unless otherwise expressed as directly referring to the substantive law of that State not to its conflict of laws rules.
2) Failing any designation by the parties the arbitral tribunal shall apply the law determined by the conflict of laws rules which it considers applicable.
3) The arbitral tribunal shall decide ex aequo et bonoas amiable compositeur only if the parties have expressly authorised it to do so.
4) In all cases the arbitral tribunal shall decide in accordance with the terms of the contract shall take into account the usages of the trade applicable to the transaction.
Article 29 - [Decision making by panel of arbitrators]
In arbitral proceedings with more than one arbitrator any decision of the arbitral tribunal shall be made unless otherwise agreed by the parties by a majority of all its members. However questions of procedure may be decided by a presiding arbitrator if so authorised by the partiesall members of the arbitral tribunal.
Article 30 - [Settlement]
1) If during arbitral proceedings the parties settle the dispute the arbitral tribunal shall terminate the proceedings if requested by the parties not objected to by the arbitral tribunal record the settlement in the form of an arbitral award on agreed terms.
2) An award on agreed terms shall be made in accordance with the provisions of article 31 shall state that it is an award. Such an award has the same status effect as any other award on the merits of the case.
Article 31 - [Form contents of award]
1) The award shall be made in writing shall be signed by the arbitratorarbitrators. In arbitral proceedings with more than one arbitrator the signatures of the majority of all members of the arbitral tribunal shall suffice provided that the reason for any omitted signature is stated.
2) The award shall state the reasons upon which it is based unless the parties have agreed that no reasons are to be giventhe award is an award on agreed terms under article 30.
3) The award shall state its date the place of arbitration as determined in accordance with article 20(1). The award shall be deemed to have been made at that place.
4) After the award is made a copy signed by the arbitrators in accordance with paragraph (1) of this article shall be delivered to each party.
Article 32 - [Termination of proceedings]
1) The arbitral proceedings are terminated by the final awardby an order of the arbitral tribunal in accordance with paragraph (2) of this article.
2) The arbitral tribunal shall issue an order for the termination of the arbitral proceedings when:
a) the claimant withdraws his claim unless the respondent objects thereto the arbitral tribunal recognises a legitimate interest on his part in obtaining a final settlement of the dispute;
b) the parties agree on the termination of the proceedings;
c) the arbitral tribunal finds that the continuation of the proceedings has for any other reason become unnecessaryimpossible.
3) The mate of the arbitral tribunal terminates with the termination of the arbitral proceedings subject to the provisions of articles 33 34(4).
Article 33 - [Correction interpretation of award; additional award]
1) Within thirty days of receipt of the award unless another period of time has been agreed upon by the parties:
a) a party with notice to the other party may request the arbitral tribunal to correct in the award any errors in computation any clericaltypographical errorsany errors of similar nature;
b) if so agreed by the parties a party with notice to the other party may request the arbitral tribunal to give an interpretation of a specific pointpart of the award.
If the arbitral tribunal considers the request to be justified it shall make the correctiongive the interpretation within thirty days of receipt of the request. The interpretation shall form part of the award.
2) The arbitral tribunal may correct any error of the type referred to in paragraph 1)a) of this article on its own initiative within thirty days of the date of the award.
3) Unless otherwise agreed by the parties a party with notice to the other party may request within thirty days of receipt of the award the arbitral tribunal to make an additional award as to claims presented in the arbitral proceedings but omitted the award. If the arbitral tribunal considers the request to be justified it shall make the additional award within sixty days.
4) The arbitral tribunal may extend if necessary the period of time within which it shall make a correction interpretationan additional award under paragraph (1)(3) of this article.
5) The provisions of article 31 shall apply to a correctioninterpretation of the awardto an additional award.
Chapter VII - Recourse against award
Article 34 - [Application for setting side as exclusive recourse against arbitral award]
1) Recourse to a court against an arbitral award may be made only by an application for setting aside in accordance with paragraphs (2) (3) of this article.
2) An arbitral award may be set aside by the court specified in article 6 only if:
a) the party making the application furnishes proof that:
i) a party to the arbitration agreement referred to in article 7 was under some incapacity;the said agreement is not valid under the law to which the parties have subjected it or failing any indication thereon under the law of this State; or
ii) the party making the application was not given proper notice of the appointment of an arbitratorof the arbitral proceedingswas otherwise unable to present his case; or
iii) the award deals with a dispute not contemplated bynot falling within the terms of the submission to arbitrationcontains decisions on matters beyond the scope of the submission to arbitration provided that if the decisions on matters submitted to arbitration can be separated those not so submitted only that part of the award which contains decisions on matters not submitted to arbitration may be set aside; or
iv) the composition of the arbitral tribunalthe arbitral procedure was not in accordance with the agreement of the parties unless such agreement was in conflict with a provision of this Law which the parties cannot derogate or failing such agreement was not in accordance with this Law; or
b) the court finds that:
i) the subject-matter of the dispute is not capable of settlement by arbitration under the law of this State; or
ii) the award is in conflict with the public policy of this State.
3) An application for setting aside may not be made after three months have elapsed the date on which the party making that application had received the award or if a request had been made under article 33 the date on which that request had been disposed of by the arbitral tribunal.
4) The court when asked to set aside an award may appropriate so requested by a party suspend the setting aside proceedings for a period of time determined by it in order to give the arbitral tribunal an opportunity to resume the arbitral proceedingsto take such other action as in the arbitral tribunal's opinion will eliminate the grounds for setting aside.
Chapter VIII - Recognition enforcement of awards
Article 35 - [Recognition enforcement]
1) An arbitral award irrespective of the country in which it was made shall be recognised as binding upon application in writing to the competent court shall be enforced subject to the provisions of this article of article 36.
2) The party relying on an awardapplying for its enforcement shall supply the duly authenticated original awarda duly certified copy thereof the original arbitration agreement referred to in article 7a duly certified copy thereof. If the awardagreement is not made in an official language of this State the party shall supply a duly certified translation thereof into such language.
Article 36 - [Grounds for refusing recognitionenforcement]
1) Recognitionenforcement of an arbitral award irrespective of the country in which it was made may be refused only:
a) at the request of the party against whom it is invoked if that party furnishes to the competent court recognitionenforcement is sought proof that:
i) a party to the arbitration agreement referred to in article 7 was under some incapacity;the said agreement is not valid under the law to which the parties have subjected it or failing any indication thereon under the law of the country the award was made; or
ii) the party against whom the award is invoked was not given proper notice of the appointment of an arbitratorof the arbitral proceedingswas otherwise unable to present his case; or
iii) the award deals with a dispute not contemplated bynot falling within the terms of the submission to arbitrationit contains decisions on matters beyond the scope of the submission to arbitration provided that if the decisions on matters submitted to arbitration can be separated those not so submitted that part of the award which contains decisions on matters submitted to arbitration may be recognised enforced; or
iv) the composition of the arbitral tribunalthe arbitral procedure was not in accordance with the agreement of the parties or failing such agreement was not in accordance with the law of the country the arbitration took place; or
v) the award has not yet become binding on the partieshas been set asidesuspended by a court of the country in whichunder the law of which that award was made; or
b) if the court finds that:
i) the subject-matter of the dispute is not capable of settlement by arbitration under the law of this State; or
ii) the recognitionenforcement of the award would be contrary to the public policy of this State.
2) If an application for setting asidesuspension of an award has been made to a court referred to in paragraph (1)(a)(v) of this article the court recognitionenforcement is sought may if it considers it proper adjourn its decision may also on the application of the party claiming recognitionenforcement of the award order the other party to provide appropriate security.