## Facts

- In January 1947, Techniques de l’Ingénieur (T.I.) and Sofel entered a distribution agreement for a technical book.
- The contract contained dispute-resolution language that (a) referred “disagreements” to an arbitral commission of an advertising federation and (b) also stated that the Court of Seine had “exclusive jurisdiction” over disputes.
- A dispute arose; Sofel initiated proceedings before the federation’s mediation and arbitration commission.
- T.I. did not appear; under the commission’s rules, a default was entered and an arbitrator was appointed for T.I.
- In March 1978, the commission issued an award holding T.I. liable.
- T.I. sued in the Paris Tribunal de grande instance to invalidate or deny effect to the award, arguing the arbitration clause was contradictory and ambiguous.

## Issues

1. Whether a clause that both refers matters to arbitration and grants “exclusive jurisdiction” to a state court is void for internal contradiction or can be interpreted to preserve arbitration.
2. Whether ambiguous terminology (e.g., “disagreement” versus “dispute”) prevents finding a binding agreement to arbitrate.
3. Whether the arbitral award should be annulled or denied effect for lack of arbitral jurisdiction.

## Decision

- The court upheld the arbitration clause as valid and effective despite poor drafting.
- The court rejected the argument that the “exclusive jurisdiction” reference necessarily displaced arbitration.
- The court sustained the award, treating the arbitral commission as having jurisdiction under the contract.

## Legal Principles

- Contractual dispute-resolution clauses are interpreted to ascertain the parties’ common intention, rather than by rigid adherence to literal phrasing.
- Apparent conflicts between an arbitration reference and a court-jurisdiction reference should be reconciled where a coherent reading preserves the arbitration agreement.
- Ambiguous or “pathological” arbitration clauses are not void merely because of imprecise terminology if the contract, read as a whole, shows an intent to arbitrate.
- A court-jurisdiction designation within the same clause may be construed as identifying a supporting/supervisory forum compatible with arbitration, rather than as negating arbitral jurisdiction.

## Conclusion

The Paris Tribunal de grande instance enforced an imperfectly drafted arbitration clause by construing it in line with the parties’ intent to arbitrate and by reading the clause’s court-jurisdiction language as compatible with, not destructive of, arbitration, thereby sustaining the award.


Techniques de l’Ingénieur v. Sofel, 1980 Rev. arb. 97 (Trib. gr. inst. Paris 1979)