## Facts

- Giovanni Coppola S.r.l. (Coppola) and Samara S.p.A. (Samara) entered into a commercial contract containing an arbitration clause providing that any arbitration would take place in London “in the usual manner.”
- A dispute arose between the parties.
- Coppola filed a lawsuit in an Italian court of first instance rather than commencing arbitration in London.
- Samara objected to the Italian court’s jurisdiction, relying on the arbitration clause.
- The court of first instance held that it had jurisdiction, decided the dispute under Italian law, and declared the arbitration clause null and void under Article 809 of the Italian Code of Civil Procedure because the clause did not specify the number of arbitrators or the method for appointing them.
- The judgment was appealed to the Corte di Appello di Genova (Genoa Court of Appeal).

## Issues

1. Whether an arbitration clause calling for arbitration in London “in the usual manner,” without specifying the number of arbitrators or the appointment procedure, is valid and enforceable despite Article 809 of the Italian Code of Civil Procedure.
2. Whether, if the clause is valid, Italian courts must refuse jurisdiction over the merits in favor of arbitration seated in London.

## Decision

- The Genoa Court of Appeal reversed the first-instance court.
- The appellate court upheld the arbitration agreement as valid and effective even though it did not state the number of arbitrators or a detailed appointment mechanism.
- The court treated the reference to London arbitration “in the usual manner” as sufficient to make the clause workable, because the place of arbitration supplies recognized rules and practices for constituting the tribunal.
- The appellate court declined to invalidate the clause by applying the Italian formal requirement used by the trial court and instead gave effect to the parties’ agreement to arbitrate in London.
- As a result, the Italian courts were not the proper forum to decide the merits while the arbitration agreement remained effective.

## Legal Principles

- In an international contract selecting a foreign seat, a court may assess the arbitration agreement’s effectiveness by reference to the legal order connected to the chosen seat, rather than applying domestic form rules that would defeat the agreement.
- A clause requiring arbitration at a specified seat can be enforceable even if it omits the number of arbitrators and the appointment method, where the clause (read in context) points to established rules or customary procedures that can supply those details.
- Language such as arbitration in London “in the usual manner” may be construed as incorporating the ordinary framework for arbitrations at that seat, including default methods for tribunal formation.
- When parties’ intent to submit disputes to arbitration is clear and the clause can operate without rewriting the bargain, courts should construe the clause to give it effect and should not retain jurisdiction over the merits contrary to that agreement.

## Conclusion

In Judgment of 3 February 1990, the Genoa Court of Appeal set aside a first-instance ruling that had applied Article 809 of the Italian Code of Civil Procedure to void a London arbitration clause for lack of details on arbitrator number and appointment; instead, the appellate court upheld the clause—treating “in the usual manner” as a sufficient reference to London’s established arbitral procedures—and refused to allow Italian litigation on the merits to proceed in place of the agreed London arbitration.


Judgment of 3 February 1990, XVII Y.B. Comm. Arb. 542 (1992)