## Facts

- A Belgian fruit seller (SA X) and a Spanish buyer (Mr. Y) engaged in repeated cross-border fruit sales.
- For each shipment, SA X issued sales documents/receipts describing the goods and stating the sale was subject to standard conditions printed on the reverse side.
- The referenced standard conditions included an arbitration clause requiring disputes to be resolved by arbitration.
- A dispute arose concerning payment for certain shipments.
- SA X initiated arbitration based on the standard-terms arbitration clause.
- Mr. Y did not participate in the arbitration, and the tribunal issued an award in favor of SA X.
- SA X sought recognition and enforcement of the award in Spain; Mr. Y did not appear in the enforcement proceedings.
- The matter reached Spain’s highest court for review in the enforcement context.

## Issues

1. Whether an arbitration clause contained in, or incorporated by reference through, standard terms on invoices/receipts constituted a valid “agreement in writing” binding the buyer.
2. Whether Spain should recognize and enforce a foreign arbitral award based on that clause despite the buyer’s non-participation in the arbitration and enforcement proceedings.
3. Whether any refusal ground applied (including lack of assent, lack of proper notice/opportunity to be heard, or public policy).

## Decision

- The court upheld recognition and enforcement of the arbitral award in favor of SA X.
- The court treated the arbitration clause in the referenced invoice standard terms as binding in the parties’ commercial relationship.
- The buyer’s default did not, by itself, justify non-enforcement where the arbitration agreement and procedural prerequisites were sufficiently established.

## Legal Principles

- In international commercial dealings, an arbitration clause contained in standard terms may be incorporated by reference through contractual documents (such as invoices/receipts) and may satisfy the “written agreement” requirement.
- Repeated transactions using the same documentation and terms can evidence assent to an arbitration clause through course of dealing and lack of timely objection.
- Non-participation in arbitration is not a stand-alone defense to enforcement; refusal requires proof of a recognized ground such as invalid agreement, defective notice, or violation of public policy.

## Conclusion

The court enforced the foreign award, recognizing that an arbitration clause included in standard terms referenced across repeated sales documents can constitute a binding written arbitration agreement, and that a respondent’s default does not prevent enforcement absent a valid refusal ground.


SA X (Belg.) v. Mr. Y (Spain), 13 Y.B. Com. Arb. 512 (Spain 1988)