## Facts

- An Italian manufacturer and a Belgian distributor concluded an exclusive distributorship agreement covering a defined territory.
- The contract contained an ICC arbitration clause providing that disputes would be finally resolved by arbitration under ICC Rules and that recourse to ordinary courts was excluded.
- The parties also included a choice-of-law clause referring the contract to the laws in force at the manufacturer’s seat in Italy (Italian law).
- The agreement documentation reflected that the parties specifically acknowledged and approved the arbitration/exclusion-of-courts clause.
- A dispute arose after the distribution relationship was ended, leading to claims connected to termination and its consequences.
- The Belgian distributor invoked Belgium’s Law of 27 July 1961 on exclusive distributorship, relying on provisions characterized as mandatory (including protections tied to termination and remedies, and language aimed at preventing contractual derogation).
- The dispute proceeded as an ICC arbitration seated in Cologne (Köln), Germany, before a sole arbitrator, requiring determinations on jurisdiction and the law applicable to the merits.

## Issues

1. Whether the arbitration agreement was valid and gave the arbitrator jurisdiction despite the Belgian distributor’s reliance on Belgian protective distributorship legislation.
2. What law governed the validity and effect of the arbitration agreement, including in light of the New York Convention (1958) and the European (Geneva) Convention on International Commercial Arbitration (1961).
3. Whether the parties’ choice of Italian law governed the merits of the distributorship dispute, including termination-related claims.
4. Whether the Belgian Law of 27 July 1961 had to be applied as mandatory rules that displaced the parties’ choice of Italian law in this ICC arbitration.
5. What role, if any, the 1980 Rome Convention on the law applicable to contractual obligations played (including its status and its exclusion of arbitration agreements from scope).

## Decision

- The arbitrator upheld the arbitration agreement and confirmed jurisdiction to decide the dispute.
- The arbitrator treated the parties’ contractual choice as a clear selection of Italian law for the merits and applied Italian law to the substantive issues.
- The arbitrator declined to apply the Belgian Law of 27 July 1961 as overriding rules that would replace the chosen Italian law in the arbitration.
- In addressing objections and applicable-law arguments, the arbitrator referred to international arbitration instruments (including New York Convention Art. V(1)(a) and the 1961 Geneva Convention Art. 7(1)) as supporting party choice regarding applicable law and the assessment of the arbitration agreement.
- The dispute was resolved on the basis of Italian law rather than Belgian statutory protections; publicly available extracts do not report the full details of the relief awarded.

## Legal Principles

- A clear contractual choice of law in an international commercial contract may be applied by an arbitral tribunal to the merits, including disputes arising from termination of a distributorship relationship.
- The law applicable to the arbitration agreement may be determined with reference to the parties’ agreement and recognized international enforcement standards; party choice is recognized in instruments such as the New York Convention and the 1961 Geneva Convention.
- A statute described as mandatory in one state does not automatically displace the parties’ chosen substantive law in international arbitration; applying such rules requires a convincing basis in the applicable framework and public-policy considerations of the forum(s) that matter for the arbitration.
- The 1980 Rome Convention did not compel a different result in this case; in addition, arbitration agreements are excluded from its scope (Art. 1(2)(d)), and its provisions on mandatory rules do not by themselves require application of a foreign distributorship statute in arbitration.
- The arbitral seat (here, Cologne) does not by itself determine the substantive law of the contract when the parties have made a valid choice of another law.

## Conclusion

Final Award, ICC Case No. 6379 (reported in the 1992 Yearbook) is an ICC distributorship award in which a sole arbitrator seated in Cologne sustained jurisdiction under an ICC arbitration clause, applied the parties’ chosen Italian law to the merits, and rejected the Belgian distributor’s attempt to impose Belgium’s 1961 exclusive distributorship statute as mandatory rules overriding the contractual choice of law.


Final Award, ICC Case No. 6379, reprinted in 17 Y.B. Com. Arb. 212 (1992).