## Facts

- A licensor and a licensee entered into a know-how/technology licensing agreement granting the licensee a non-exclusive right to produce and sell six contract products in exchange for payments.
- The licensor was required to provide specified technical documentation within three months of contract conclusion.
- The contract provided for (i) an attempted amicable settlement of disputes, (ii) ICC arbitration seated in Zurich, and (iii) Indian law as the substantive law.
- The licensee made an initial payment, then complained that the licensor had not adequately provided the required documentation.
- The licensee proposed termination of the agreement with compensation payable by the licensor; the licensor responded by restricting the licensee’s use of a brand name; the licensee repeated its termination-and-compensation demand.
- The licensee commenced ICC arbitration in Zurich and also initiated proceedings in an Indian court; the Indian court stayed or dismissed the local case pending the arbitration.
- In the arbitration, the licensor objected that the claims were premature or inadmissible due to alleged noncompliance with the contractual requirement to seek amicable settlement before arbitration.
- A final award was rendered in 1996 and later published in excerpted form.

## Issues

1. Whether the contractual amicable-settlement requirement operated as a condition precedent that rendered the arbitration premature or the claims inadmissible.
2. Whether the licensor breached its documentation obligations under the license agreement governed by Indian law, and what contractual remedies (including termination and compensation) followed.

## Decision

- The tribunal issued a final award resolving the dispute.
- The tribunal addressed and disposed of the respondent’s objection that arbitration was barred or premature due to the amicable-settlement clause.
- The tribunal proceeded beyond the prematurity objection to determine the parties’ contractual rights and obligations arising from the documentation dispute and the asserted termination/compensation claims.

## Legal Principles

- A pre-arbitration amicable-settlement clause may be raised as an objection aimed at barring or delaying arbitration; tribunals must determine whether it affects jurisdiction or merely the admissibility/timing of claims.
- Where a contract specifies a seat and a distinct substantive law, arbitral procedure is generally governed by the law of the seat while the merits are governed by the chosen substantive law.
- Parallel court proceedings may be deferred in favor of arbitration when the arbitration agreement is treated as the primary mechanism for resolving the contractual dispute.

## Conclusion

The final award addressed the enforceability and procedural effect of an amicable-settlement requirement in an ICC arbitration seated in Zurich and applied Indian substantive law to a technology license dispute concerning documentation obligations and asserted termination and compensation.


Final Award in ICC Case No. 8445, XXVI Y.B. Comm. Arb. 167 (Int’l Ct. Arb. 2001)