## Facts

- Two commercial parties entered into an international licensing agreement.
- The licensing agreement contained an arbitration agreement referring disputes to arbitration under ICC procedures.
- The arbitration was conducted by a tribunal sitting in London, England.
- The contract’s governing law was Finnish law.
- A dispute arose under the licensing agreement and was submitted to the arbitral tribunal.
- The defendant raised statute-of-limitation (time-bar) defenses to the plaintiff’s claims.
- The plaintiff objected that such limitation defenses could not succeed because Finnish law governed the contract and did not provide the limitation defenses the defendant sought to invoke.

## Issues

1. In an ICC arbitration seated in London, should statute-of-limitation defenses be assessed under the contract’s chosen Finnish law or under a different legal system’s limitation rules tied to the arbitral seat or forum?

## Decision

- The tribunal treated the limitation question as governed by the contract’s applicable Finnish law.
- The tribunal rejected the defendant’s attempt to defeat the claims by relying on limitation defenses that were not available under Finnish law.
- The tribunal therefore did not dispose of the case on the asserted time-bar defenses.

## Legal Principles

- In international commercial arbitration, a contractual choice-of-law clause generally extends to defenses that affect the existence or enforceability of contractual claims, including limitation defenses, unless the parties clearly provide otherwise.
- The arbitral seat’s law does not automatically supply limitation rules for the merits of a dispute; the governing law chosen for the contract may control the availability and content of time-bar defenses.
- A party invoking a limitation defense must show that the defense exists under the law governing the relevant rights and obligations that are being asserted in the arbitration.

## Conclusion

In ICC Case No. 4491, the tribunal in London confronted statute-of-limitation defenses in a licensing dispute governed by Finnish law and resolved the limitation issue by reference to Finnish law, declining to bar the claims based on limitation defenses drawn from outside the parties’ chosen law.


Award in ICC Case No. 4491, 2(1) J. Int'l Arb. 75 (1985)