## Facts

- Finncold SAS (Italy) supplied absorption-type refrigerating units to Robobar Ltd. (UK), which incorporated them into hotel minibars, from about 1989 to 1991.
- Robobar sent purchase confirmations on its standard forms containing an arbitration clause requiring disputes to be resolved exclusively by arbitration.
- The arbitration clause appeared only in Robobar’s forms; Finncold did not sign the confirmations or expressly accept the clause by letter or telegram.
- Finncold nevertheless delivered the goods under the sales relationship.
- In 1991, Robobar stopped paying, asserting the units were defective and caused customer complaints.
- Finncold sued Robobar in the Tribunal of Casale Monferrato seeking (i) payment of the price and (ii) tort damages for harm to reputation allegedly caused by Robobar’s communications blaming Finncold for defects.
- Robobar objected to court jurisdiction based on the arbitration clause and sought a jurisdictional ruling from the Italian Supreme Court (Sezioni Unite).

## Issues

1. Whether an arbitration agreement satisfies Article II(2) of the New York Convention when the clause appears only on one party’s order confirmations and is not accepted by a signed document or exchange of letters/telegrams.
2. If no valid arbitration agreement exists, whether Italian courts retain jurisdiction over both the contractual price claim and the related tort claim for reputational harm.

## Decision

- The court held the purported arbitration agreement did not meet the writing/form requirements of New York Convention Article II(2).
- The court rejected the view that Finncold’s performance of the sales contract could cure the absence of written acceptance of the arbitration clause.
- The court held Italian courts retained jurisdiction over both the contract claim and the connected tort claim, supporting a single forum to avoid inconsistent outcomes.
- The court concluded that Brussels Convention rules on choice-of-court agreements did not validate the arbitration clause because arbitration was excluded from that regime.

## Legal Principles

- Under New York Convention Article II(2), an arbitration agreement must be in writing in a document signed by the parties or constituted by an exchange of letters or telegrams; a clause appearing only on one party’s forms, without the other party’s written acceptance, is ineffective.
- Silence combined with performance of the main contract does not establish a Convention-compliant written agreement to arbitrate.
- Arbitration agreements are assessed under the New York Convention’s formal requirements rather than Brussels Convention provisions governing jurisdiction clauses for state courts.
- Where contractual and tort claims are closely connected, domestic and Convention-based jurisdiction rules may support adjudication together in one forum to prevent conflicting decisions.

## Conclusion

The Italian Supreme Court held that a unilateral arbitration clause printed on a buyer’s order confirmations, without the seller’s signed acceptance or an exchange of letters/telegrams, failed the New York Convention’s form requirements and therefore could not displace Italian court jurisdiction over related contract and tort claims.


Robobar Ltd. v. Finncold SAS, 20 Y.B. Com. Arb. 739 (1995)