Arbitration agreements: wording and terms

What the parties agree on

An arbitration agreement identifies existing or future disputes that the parties submit to arbitration. It may be a clause in a contract or a separate agreement. Russian law gives importance to written form and an identifiable record of the agreed terms.

Electronic exchanges may be relevant to compliance with the form requirement. A message alone does not resolve whether consent was expressed or which legal relationship it covers.

The validity of the main contract and that of the arbitration agreement require separate analysis. The signatory’s authority and the arbitrability of the dispute also matter.

The educational agreement drafts are separated by country and model. Each example states its assumptions and should be read alongside the applicable statutory requirements.

A clause in the contract or a separate agreement

Arbitration agreement is the general term for an agreement to submit identified disputes to arbitration. When included in the main contract, it is an arbitration clause; when recorded in a standalone document, it is a separate arbitration agreement. Both are expressly recognised by Law 382-FZ Article 7 and Law 5338-I Article 7. Calling the provision a clause does not create a requirement for an additional document.

A clause usually concerns disputes arising from the contract containing it. A separate agreement is useful once a dispute has arisen or when the parties want to change their earlier arrangement; it should identify the relevant relationship and claims. A separate document is not restricted to existing disputes: future disputes may also be covered. Specific restrictions, such as those for consumer credit, require separate examination.

Naming an institution or giving an arbitrator’s contact details does not by itself replace the parties’ consent to submit disputes. First agree on arbitration and its scope, then the institution or ad hoc process, seat and appointment mechanism. Detailed draft examples and the comparison of required terms appear below.

The legal minimum: consent, parties and an identified relationship

For a Russian seat, first determine the applicable framework: domestic arbitration under Law 382-FZ or international commercial arbitration under Law 5338-I. A foreign-language expression in the contract does not select that framework. The agreement must establish identified parties’ consent to submit all or specified disputes arising from an identified legal relationship to arbitration. Both statutes’ Article 7 and paragraphs 18, 26 and 29–30 of Supreme Court Plenum Resolution 53/2019 provide the basis.

A separate agreement can identify the underlying contract by number, date, parties and subject matter; a non-contractual relationship can be identified by the relevant facts. A number and date are not universally mandatory formal particulars: the relationship must be sufficiently identifiable. Separately verify the signatory’s authority, the party’s capacity to agree and the arbitrability of the claims. An authorised signature cannot make a statutorily excluded dispute arbitrable.

Form: one document is convenient, but other methods are recognised

Both statutes require written form, but that is not limited to paper bearing two signatures. Law 382-FZ Article 7 recognises, among other methods, document exchanges, including electronic exchanges reliably attributable to the sender, and the specified exchange of procedural documents. Law 5338-I Article 7 contains its own provisions on recording information and electronic communications. For an electronic clause, retain the agreed text, the available version of the terms, evidence identifying who consented and by what action, and message-delivery records.

Incorporation by reference works where the reference makes the other document’s clause part of the contract. Examine the parties and relationships it covers, rather than merely the appearance of the word “rules”. Simple silence outside a statutorily recognised document exchange should not be treated as a universal substitute for agreement. Plenum Resolution 53 paragraphs 22–23 address formation, while paragraph 31 addresses participation following a timely jurisdictional objection.

Article 7 of both Russian arbitration statutes provides for written form. A contractual clause, a separate agreement or qualifying exchanges of documents or electronic messages may satisfy it. The information must remain accessible for later use, and contract-formation requirements matter. Incorporation by reference requires a link that makes the clause part of the contract.

Statutory basis: Article 7(1)–(5) of 382-FZ, Article 7 of Law 5338-1 and paragraph 22 of Plenum 53. Electronic exchanges must preserve usable information and reliably identify the sender. Keep the exchanges, attachments, dispatch evidence and the referenced document version.

Case law: Supreme Court 3 September 2019, 44-KG19-11 required examination of possible consent through procedural submissions and receipts. The setting-aside order was quashed and the case remanded. Agreement validity was not finally established; the example concerns proper examination of formation.

Russia: must the agreement be notarised?

Russian arbitration legislation generally requires an arbitration clause or separate agreement to be in writing, rather than imposing mandatory notarisation. The absence of a notarial endorsement does not itself invalidate a clause. Electronic exchanges and other methods recognised by Article 7 must satisfy the relevant statute; an arbitrary message without evidence of agreement does not suffice.

The parties may voluntarily seek notarisation of their agreement. Article 53 of the Notariat Fundamentals permits other transactions to be notarised at the parties’ request, while Article 54 requires explanation of the draft and examination of its consistency with the parties’ actual intentions and the law. This provides an additional record of intention; it is not a compulsory stage of every arbitration.

An express agreement making notarisation of the arbitration agreement compulsory cannot be ignored. Civil Code Article 163 provides for mandatory notarisation under legislation or party agreement and links failure to observe mandatory notarial form to nullity. For a particular clause, establish whether the agreed requirement applies to that clause and the applicable consequences; a general statement that notarisation is voluntary does not resolve every situation.

The main contract’s form and the validity of its arbitration clause require separate analysis. Under Law 382-FZ Article 16, Law 5338-I Article 16 and Supreme Court Plenum Resolution 53, paragraph 20, invalidity or non-formation of the main contract does not itself invalidate the clause. Separability does not cure the clause’s own defect of form, lack of consent or forgery. Nor does notarisation make a statutorily excluded dispute arbitrable.

Authenticating an agreement, a copy and a signature are different acts

Notarisation of an agreement involves examining the transaction itself. Certification of a copy establishes its correspondence with the document presented: Article 77 of the Notariat Fundamentals expressly states that this does not establish the lawfulness of its contents or the signatories’ authority. A certified copy of a contract is therefore not equivalent to notarisation of its arbitration clause.

Certification of a signature establishes who signed, rather than the facts stated in the document. Under Article 80 of the Notariat Fundamentals, a notary generally must not merely certify a signature on a document embodying a transaction, except where legislation provides otherwise. A request to “just certify the signatures” should not substitute for notarisation of the agreement as a transaction.

Distinct notarial requirements can arise after arbitration. For example, Commercial Procedure Code Article 237 requires a notarised copy of an award made by a tribunal formed for the particular dispute when applying for a writ of execution. The requirements for presenting the arbitration agreement and Civil Procedure Code Article 424 require their own examination. These concern documents submitted to a State court, not a general obligation to notarise the initial clause.

Agreement form and notarisation: country comparison

The table concerns the specified national frameworks. The absence of a general notarial requirement does not remove requirements for consent, capacity and arbitrability. Enforcement in another country also requires checking the applicable convention and recognition documents.

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Belarus: a clause, a separate contract and agreed notarial form

In domestic arbitration, Law 301-Z Article 9 permits a written standalone arbitration agreement or a clause within the main contract. Either may cover existing or future disputes. A separate document does not itself require stricter form than a clause: the applicable rules, party consent and Article 11’s mandatory contents are decisive.

For international arbitration, Law 279-Z Article 11 likewise distinguishes a clause from a separate contract. Writing may be established by a signed document, recorded communications or the statutory exchange of claim and response. Incorporation by reference works where the written contract makes the other document’s clause part of the contract. These are specific ways of establishing consent, rather than a rule that all silence amounts to agreement.

Those arbitration provisions do not impose a general requirement to notarise every agreement. General transaction-form rules must nevertheless be checked: Civil Code Article 164(2) requires notarial form in statutory cases and where the parties have agreed on it, even if legislation does not otherwise require that form for the type of transaction. In practice, when concluding a particular agreement, check whether a stricter form has been selected and whether it covers the arbitration agreement itself.

Notarising the agreement, authenticating a signature and certifying a copy for court are distinct acts. For example, Code Article 493(5) requires notarised certification of an ad hoc award copy for a writ application. This does not establish that the original clause also required notarisation. Checking form does not replace examination of representative authority, arbitrability or selection of the tribunal.

Kyrgyzstan: the written agreement and ad hoc arbitrators’ signatures

Law 135 Article 7 permits a contractual clause or a separate agreement. Writing can be established by a signed document, the specified exchange of communications including electronic messages, or written incorporation by reference. Paragraph 3 also requires the prescribed contents and identification of the tribunal; paragraph 4 specifies invalidity for failure to comply with writing or mandatory contents. Calling a document a “separate agreement” does not resolve those requirements.

Article 7 imposes no general notarial requirement. However, Civil Code Article 179(2) provides for notarisation in statutory cases and at either party’s request. This is a general transaction-form rule; its applicability to a particular arbitration agreement and the circumstances of conclusion must be assessed. A form requirement at conclusion should not automatically be converted into a unilateral power retrospectively to invalidate an already effective clause.

Law 135 Article 35 contains a different rule: an ad hoc tribunal’s acts require notarial authentication of the arbitrators’ signatures. The object is the tribunal members’ signatures on their award or order. These are not the parties’ signatures on the arbitration agreement, nor is this a general requirement to notarise every ad hoc clause.

The sequence is therefore to examine the parties’ agreement and its mandatory contents, any statutory or selected stricter form, and then the tribunal’s act and enforcement documents. A notarial endorsement on the award does not supply missing party consent to arbitration.

Armenia: writing, a separate agreement and a request for notarisation

Commercial Arbitration Law ՀՕ-55-Ն, Article 7 expressly permits both a clause in the main contract and a standalone agreement. It may cover existing or possible disputes arising from a specified contractual or non-contractual relationship. A separate contract is therefore not limited to agreements after a dispute arises, and an arbitration clause need not be a standalone notarial document merely because of its subject.

Paragraph 2 recognises a signed document, the specified exchange of communications including electronic messages, a claim-and-response exchange without objection to the stated agreement, and written incorporation by reference. A 2023 addition expressly covers a written proposal accepted by the other party in one of the specified ways. Ordinary silence cannot substitute for checking those statutory conditions.

The special Article 7 does not impose a general notarial requirement. Civil Code Article 299(3) provides for notarisation in cases specified by the Code and at either party’s request, even if the law does not otherwise require it for that type of transaction. Applicability of the general form rules and the particular circumstances of conclusion require separate assessment; the provision does not establish automatic invalidation of an existing clause following a later unilateral request.

Notarisation of the agreement differs from certification of copies. For example, Code Article 333(7) allows institutional certification of specified copies for court assistance and requires notarisation in ad hoc proceedings; Article 327(3) separately concerns copies for recognition of a foreign award. Those procedural requirements do not retrospectively change the original agreement’s form.

Kazakhstan: a clause and a separate agreement

Law 488-V Articles 8–9 permit agreements covering existing or future disputes. A clause appears in the principal document; a separate agreement records the same undertaking independently. Paragraph 10 of Supreme Court Resolution 3/2023 expressly identifies both forms. Choosing a separate document does not itself require a notary.

Writing is satisfied by a document signed by the parties or an Article 9 exchange of communications, including electronic documents, identifying the participants and their expressed intentions. The statute also covers an exchange of claim and response in which the agreement is alleged and not denied; a reference must incorporate the clause into the contract. Silence outside these conditions is insufficient.

Article 9 imposes no general notarisation requirement. However, Civil Code Article 154(1) requires notarisation where prescribed by statute or party agreement. Whatever the form, Article 8(4) restricts when agreements can be made for adhesion contracts and specified loans, while Article 8(8) separately excludes certain consumer bank-loan and microcredit disputes. Notarisation does not remove these restrictions.

Moldova: two regimes for written form

For domestic arbitration, Law 23/2008 Article 8 requires writing on pain of invalidity: a clause within a contract or a standalone compromis. Paragraphs 4–8 of CSJ Plenum Resolution 2/2015 associate a clause with a future dispute and a compromis with an existing dispute; the latter identifies the dispute’s subject matter. The agreement specifies arbitrator appointment, the place of arbitration and acceptance of the rules. Institutional arbitration requires an identifiable chosen institution.

A single signed document is not the only option: Civil Code Article 321(2) permits an exchange of letters and similar communications signed by their sender. Plenum paragraph 8 applies this approach to domestic arbitration. An institution’s model clause or published rules do not by themselves establish party consent.

For international arbitration, Law 24/2008 Article 7 likewise distinguishes a clause from a separate agreement, but defines writing more broadly: the content must be recorded; electronic information must remain accessible for subsequent reference. It provides for a claim-and-response exchange without denial of the agreement and incorporation by reference. Paragraph 7 permits a form defect to be cured by submitting a response without timely objection to that particular defect.

Neither domestic Article 8 nor international Article 7 imposes general notarisation of the agreement. However, Civil Code Article 323(b) makes authentic form mandatory where the parties have agreed to it. Article 321(3) separately requires a notary or another legally authorised person to authenticate a substitute signatory’s signature when an individual cannot sign personally. This is neither a general requirement to authenticate the entire agreement nor certification of a copy for court. The 2008 statutes apply on the verification date; Law 198/2026 enters into force on 1 March 2027.

England and Wales: writing is broader than a signed contract

For Part I of the Arbitration Act 1996, section 5, the agreement must be in writing. This includes an unsigned written agreement, an exchange of written communications or an agreement evidenced in writing. Recording an initially oral agreement by a party or a third person requires the parties’ authority; reference to written terms can also qualify. The statute separately recognises an allegation of agreement that is not denied in an exchange of written submissions. Section 5 does not require notarisation. Section 81(1)(b) preserves consistent common-law rules on oral agreements: Part I being unavailable does not itself make them void.

France: domestic and international arbitration differ

For domestic arbitration, CPC Articles 1442–1445 distinguish a clause for future disputes from a compromis for an existing dispute. Writing is required on pain of nullity; exchanges of documents and incorporation by reference may qualify. A compromis must identify the subject matter of the dispute. These provisions impose no notarisation requirement.

In international arbitration, Article 1507 imposes no requirement of form on the agreement. Consent must nevertheless be proved. As at 28 October 2026, Article 1504 connects internationality with international trade interests: a party’s foreign nationality alone does not replace that test. The French rule cannot automatically be carried into another State’s enforcement court.

Switzerland: proof by text

PILA Article 178(1) allows writing or another means permitting proof by text; this provision does not require notarisation. Article 176 identifies the international regime through a Swiss seat and at least one party having neither its domicile, habitual residence nor seat in Switzerland when the agreement was concluded. CPC Article 358 uses a similar form requirement for the domestic regime. PILA Article 176(2) and CPC Article 353(2) allow an agreed switch between regimes subject to the prescribed form. Naming the city alone therefore does not determine the relevant provision.

Singapore: the content must be recorded

Both IAA section 2A and Arbitration Act 2001 section 4 require writing: recording the content suffices even if agreement was initially reached orally or by conduct. Electronic information must remain accessible for subsequent reference. A reference must incorporate the arbitration clause into the contract; merely mentioning another document is insufficient. These provisions do not require notarisation. IAA sections 5 and 15 and AA section 3 determine the applicable regime, including statutory agreements to opt into or exclude the international regime.

Agreement validity and documents for enforcement

The New York Convention distinguishes the agreement in writing under Article II from recognition and enforcement documents under Article IV: the duly authenticated original award or a duly certified copy, the original agreement or a duly certified copy, and a certified translation when necessary. This is not a general requirement to notarise an agreement when concluding it. The 2006 UNCITRAL Recommendation supports a non-exhaustive reading of Article II(2) and access to more favourable law through Article VII(1). In practice, retain the agreed text, correspondence and authority records even where the seat’s law permits an agreement without formal requirements.

Institutional or ad hoc: a clear model matters more than a checklist

The agreement must make the selected process identifiable. For institutional arbitration, use the institution’s exact full name and identify the applicable rules; check the name of any branch against the institution’s own documents. For ad hoc arbitration, expressly state that the parties constitute a tribunal for the particular dispute without overall institutional administration, and provide a workable appointment process. An institution’s performance of individual functions does not necessarily constitute administration of the entire arbitration: Law 382-FZ Article 44(19) provides a distinct arrangement.

Before choosing an institution, check its status and rules on the Ministry of Justice’s official page; for a foreign institution, also examine the relevant list and permitted scope of activity. The Ministry’s FAQ 641 specifically directs readers to deposited rules; this does not establish a general State register of every individual tribunal or arbitrator. ICAC and the Maritime Arbitration Commission at the Russian Chamber of Commerce and Industry have a statutory basis. Institutional status is separate from authority to administer the particular category of dispute.

What legislation can supply and what is worth agreeing in advance

Useful drafting choices should not all be described as mandatory conditions of validity. Omitting arbitrators’ names, a separate language choice, the number of arbitrators or a substantive-law clause does not itself mean there is no arbitration agreement. First read the agreement together with the incorporated rules, then apply the relevant statute’s supplementary provisions. Agreed terms must be mutually consistent and compatible with mandatory rules.

It is sensible to identify the seat by at least city and country: it connects the process and judicial supervision to a legal system, rather than merely locating a hearing room. Nevertheless, both statutes’ Article 20 provides for the tribunal to determine the seat in the absence of agreement. Both statutes’ Article 10 specifies three arbitrators where the parties have not determined the number; incorporated rules may also determine the number or how it is decided. Omitting a number does not automatically produce a sole arbitrator.

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Arbitrators: number, appointment, qualifications and replacement

There is no general requirement to name an arbitrator in the clause. Both statutes’ Article 11 permits agreement on the appointment process, qualifications and a particular person. If a sole arbitrator is named in advance, address refusal to act, inability to participate and replacement. A provision allowing the claimant to select “any person” requires examination against equality and independence requirements; convenience for one party is not a substitute for a lawful procedure.

Without an agreed mechanism, Article 11 provides for party appointments and judicial appointments in the specified circumstances. The corresponding provisions of Law 382-FZ use a one-month period, while Law 5338-I uses 30 days; those periods should not be mechanically equated. Institutional options to exclude State-court assistance cannot automatically be transferred to ad hoc arbitration. If a third party or institution is to appoint, verify its authority, rules and willingness to perform the function.

Language, contract law and agreement law are separate choices

Without a language agreement, Law 382-FZ Article 24 specifies Russian for domestic arbitration. In international commercial arbitration, Law 5338-I Article 22 allows the tribunal to determine the language or languages. First check what the parties have already agreed by incorporating rules. Coordinate the language of submissions, translations of evidence and oral hearings, especially for bilingual contracts.

Substantive contract law determines the rules governing the merits: Law 382-FZ Article 31 and Law 5338-I Article 28. The law of the arbitration agreement addresses its formation, validity, interpretation and operability. Plenum Resolution 53 paragraph 27 permits a separate choice and distinguishes that law from the law of the main contract and procedural law; absent a choice, it refers to the country where the award is made or is to be made. International approaches differ, so a foreign seat requires a separate examination. A phrase such as “Russian law applies” must be read in the context of what the parties intended it to govern.

Special restrictions and additional express agreements

An ordinary supply-contract clause is not a ready-made solution for every dispute category. For consumer credit, Law 353-FZ Article 13(4) requires the arbitration agreement to be made after grounds for a claim have arisen; Plenum Resolution 53 paragraph 19 explains the rule. Other consumer relationships require examination of consent, subject matter and mandatory safeguards, as explained in the separate consumer-arbitration guide. The former Law 102-FZ restriction covering all adhesion contracts was not reproduced in current Law 382-FZ.

For corporate disputes, consider Commercial Procedure Code Article 225.1, Civil Procedure Code Article 22.1 and the special provisions in the arbitration statutes’ Article 7: when an authorised institution, special rules, a Russian seat and additional parties’ consent are required. Corporate claims are not all alike; check the exceptions before selecting ad hoc arbitration. Finality clauses and exclusions of court recourse on challenges to arbitrators or other matters are separate express agreements available only where legislation permits. They are not mandatory extensions to every model clause and should not be copied from an institutional model into ad hoc arbitration without examination.

Practice: ambiguous terminology and an overextended reference

In case 301-ES18-24455, Supreme Court, 24 May 2019, the contract referred to an “arbitrazh court at the claimant’s location”. The contract and other documents did not establish consent to private arbitration by the tribunal selected in Kazakhstan. The Supreme Court quashed the enforcement orders and itself refused recognition and enforcement. Review 3 (2019), paragraph 52, describes the case. The lesson is not that omitting any drafting particular is invariably fatal: the actual intention to arbitrate was not established in that case.

Case 309-ES16-20465 of 30 May 2017 illustrates a different limit; see paragraph 8 of the Supreme Court review of 26 December 2018. The association documents covered association/member relationships, while the dispute was between members. Incorporation did not create a broader agreement between those parties; the decisions were quashed and the case remitted for a merits examination at first instance. Check the incorporated document’s text, version, parties and relationships, rather than merely the existence of a reference.

Contact details, costs and preliminary negotiations

Working notice addresses, email, an obligation to report changes and a method of recording dispatch help implement the agreement. They are not universal validity requirements, but important practical choices. Align them with the applicable rules and the relevant statute’s Article 3 on receipt of communications. A historically stated contract address does not, by itself, prove that notice was duly given: preserve dispatch records and the relevant delivery facts.

For institutional arbitration, examine the current fee schedule, advance-payment requirements and cost allocation under the rules. For ad hoc arbitration, discuss the arbitrator’s remuneration and necessary organisational expenses; their final amount need not invariably appear in the original clause. Law 382-FZ Article 22 governs the composition and allocation of domestic arbitration costs. If the parties want mandatory negotiations or a claim letter before arbitration, clearly identify the required action, recipient and completion period so that a general promise to “settle amicably first” does not generate a new dispute about access to proceedings.

Tribunal size, language, institution, expert evidence and advance-payment arrangements affect the budget. Check payment terms alongside the selected rules and final allocation provisions. Read more on advances, fees and recovery of costs.

Agreement requirements across countries

Required elements and fallback rules differ. The table compares the minimum; details, defaults and sources follow below. Domestic and international regimes are separated for Moldova and Belarus.

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The mandatory minimum and terms chosen for procedural convenience

Writing, consent, scope and the permitted organisational model depend on the applicable statute. Agreeing seat, number, language and contract law can be useful without making them mandatory terms in every country. Kyrgyz Article 7 expressly requires the tribunal’s name while listing those extra matters as possible terms. Belarus’s domestic Article 11 likewise distinguishes mandatory content from optional number, place and language, with additional requirements for ad hoc arbitration.

An omitted term does not invariably invalidate the agreement: legislation or agreed rules may fill it. In Armenia statutory Article 10 provides three, while Article 13 of AMCA’s published general Rules starts with one, subject to a Council decision for three. Agreement to rules therefore has substantive procedural content. It cannot displace mandatory legislation.

Using an institution’s published model

AMCA publishes separate general, expedited and small-claims clauses. The Kyrgyz Chamber’s IAC model names its tribunal, rules and three arbitrators. Such primary pages help identify the institution and procedure; their drafting choices do not automatically become national statutory essentials.

Compare the model with the actual category of dispute and intended rules, remove unselected alternatives and align composition, seat and language. Contract law concerns the merits; the arbitration agreement’s law needs separate analysis. Armenian Article 8(3) on financial consumers demonstrates why naming the institution correctly does not settle whether a clause can be invoked against a particular party.

Kazakhstan: consent and eligibility before procedural choices

Under Law 488-V Article 9, written form covers a signed clause, the prescribed exchange of documents and electronic communications, and an exchange of claim and defence in which the agreement is not denied. Incorporation by reference must make the clause part of the written contract. Examine form alongside signatory authority and the scope of consent: which parties and disputes are submitted.

Supreme Court Resolution 3/2023, paragraph 11 requires information identifying the arbitration. Without that information and an applicable supplementary mechanism, the agreement is not concluded. An institutional clause should therefore name the institution and rules precisely; an ad hoc arrangement should provide an intelligible method of constituting the tribunal. A heading saying Arbitration or an unclear reference to an arbitration court is not a reliable drafting solution.

Seat, language and tribunal size should be settled in advance, but have different defaults: Article 14 provides three arbitrators and appointment machinery; Article 22 lets the tribunal determine the seat; Article 28 allows it to determine language with reference to the claim or agreement. Substantive-law selection must respect Article 44(1), which prescribes Kazakh legislation for disputes between Kazakh natural and/or legal persons. The law of the arbitration agreement is a separate question.

Moldova: a domestic agreement requires fuller drafting

Under Law 23/2008, Article 8(2) requires written form on pain of invalidity. Article 8(3) separately requires the appointment method, provision for appointment by an authorised person, the place and acceptance of arbitration rules. For a submission of an existing dispute, Article 2 expressly connects validity with identification of the dispute’s subject matter and arbitral institution.

Address these matters expressly or make them ascertainable through the chosen rules. Articles 12 and 18 also provide supplementary appointment and place mechanisms. The practical response is to configure the clause fully; treating every omitted term as automatically incurable would go beyond the statute. Article 11(6) invalidates a term allowing one party to appoint for the other or to have more arbitrators.

Moldova: international agreements and default machinery

Determine the applicability of Law 24/2008 under Article 1 and written form under Article 7. Recorded content and electronic communications accessible for subsequent reference are expressly recognised. The entire domestic Article 8(3) list should not be transplanted as the universal minimum for an international clause.

Article 10 provides three arbitrators if no number is chosen; Articles 11 and 6(1) govern appointment. The tribunal may supply procedure, seat and language under Articles 19–20 and 22. An ad hoc agreement should identify the authority performing Article 6(1) functions: the international statute uses the parties’ chosen authority or institutional mechanism, which differs from domestic court assistance under Article 12(7).

The Moldovan Chamber model illustrates precise institutional designation and incorporation of rules; tribunal size, language, seat and law appear as additional provisions. The AIFC IAC model concerns a separate legal framework. Different institutions sharing the abbreviation IAC must not be treated as interchangeable.

Law 24/2008 Article 7(7) permits a form defect to be cured by a defence without timely objection. Judicial annulment cannot be waived in advance: Code Article 477(2) permits waiver after the award. See Moldova’s procedures and consequences of participation.

Using international models

A workable clause should answer three initial questions: who agreed to arbitrate, which disputes were submitted and how agreement was recorded. Capacity, authority, arbitrability and applicable-law formalities then require examination. No universal form is automatically valid everywhere. A written record assists both proof and later enforcement, but the content of any form requirement depends on the relevant legal system.

The official ICC, ICAC at the Russian CCI and UNCITRAL models illustrate different organisational arrangements. They assist drafting without replacing assessment of Russian, Kazakh, Belarusian, Kyrgyz, Armenian or Moldovan law. A rule governing international arbitration must also not be transposed automatically to domestic or corporate disputes.

Institutional arbitration: the correct institution and rules

Identify the institution by its actual full name and agree the applicable rules. Establish which body administers the case, who decides the dispute and how the tribunal is constituted. The word arbitration, without context, can refer to proceedings, an institution or a State court. The institution’s address does not automatically establish the juridical seat.

Under ICC Rules 2026 Article 1(2), the new edition applies to arbitrations commenced on or after 1 June 2026 unless the parties selected an earlier edition. Articles 13, 19 and 21 supply mechanisms for determining number, seat and language where parties have not chosen. Omitting each parameter therefore does not automatically mean there is no arbitration agreement. Agreed choices nevertheless help anticipate cost, judicial supervision and case organisation.

For ICAC, select the model corresponding to the dispute and check the specific document in the official catalogue. Domestic Arbitration Rules amended on 17 August 2026 do not mean that every ICAC instrument changed on that date. Optional express agreements limiting particular forms of judicial supervision are separately identified on the model page; they should not be transplanted into every clause without checking their availability.

Ad hoc arbitration: rules, appointments and a fallback

Choosing the UNCITRAL Arbitration Rules does not submit the dispute to an institution called UNCITRAL. The Commission does not become the administrator of the particular case. These Rules may govern ad hoc proceedings or agreed institutional administration. Expressly identify the organisational model and each participant’s role.

UNCITRAL’s model structure suggests adding an appointing authority, number of arbitrators, place and language. In ad hoc proceedings it is particularly useful to identify assistance for a failed appointment, challenge or replacement. Under Article 6, the Secretary-General of the Permanent Court of Arbitration can designate an appointing authority; this is not automatic PCA administration of the entire dispute.

Select an edition or a clear method of identifying it. The UNCITRAL Expedited Arbitration Rules 2021 require express party agreement: an ordinary Rules reference does not itself select the expedited procedure. Separately examine whether ad hoc arbitration is available for the dispute category under the law of the chosen seat.

Seat, language and two different choices of law

Identify the juridical seat by city and country. It connects proceedings with the law of the seat and courts exercising assistance and annulment functions. A hearing elsewhere or by videoconference is an organisational question. An office address, contract-signing location or language provision alone does not replace an agreed seat.

Contract law governs substantive claims. Agreement law addresses formation, validity and scope of the arbitration agreement. They may coincide, but remain separate questions. Following the 2025 reform, Arbitration Act 1996 section 6A uses expressly chosen agreement law or, absent that choice, the law of the seat; a general choice for the contract is not itself express agreement-law choice. Scope and transitional provisions are discussed in the separate guide.

Arbitration language affects submissions, hearings and translation costs. For bilingual contracts, determine the relationship between versions and preserve evidence of assent to both. If no language is chosen, the applicable law or rules may empower the tribunal to determine it. That fallback does not guarantee the language most convenient to an individual party.

Additional terms to consider

For pre-arbitration negotiation or mediation, identify the trigger, method of sending the request, duration and endpoint. Otherwise a separate dispute may arise over whether arbitration can begin. For urgent protection, address how the pre-arbitration step relates to interim-measure applications.

Confidentiality terms should identify the persons bound, protected material and permitted disclosures, for example enforcement, protection of rights or compliance with public-law obligations. Institutional arbitration should not be assumed to impose an identical blanket obligation on everyone. ICC 2026 Article 23(3), for example, permits tribunal orders at a party’s request; arbitrator and other participant obligations are addressed separately.

Costs, deposits and remuneration follow the applicable rules and authorised decisions. Test a special party agreement allocating costs against that framework. Urgent procedures and emergency arbitrators have their own applicability conditions. A general statement that the arbitrator decides everything does not replace them; see interim measures.

Record notice addresses and electronic channels, change-of-address duties and methods of proving dispatch. Such terms do not remove mandatory notice safeguards. For multiple contracts or participants, examine compatible clauses, joinder and consolidation: membership of a corporate group alone does not establish every entity’s consent.

Comparative reference points: Switzerland, Singapore and France

For Swiss international arbitration, PILA Article 178(2) provides alternative connecting factors for substantive validity. Federal Tribunal 4A_123/2025 of 3 July 2026, section 6.6.3 confirms no hierarchy between chosen law, the law governing the dispute and Swiss law. This validity-favouring approach still requires determination of the persons bound and the disputes covered.

Under Singapore’s International Arbitration Act section 2A, agreement and written form are separately defined. Recording content may satisfy form; electronic information must remain accessible for subsequent reference, and a document reference must incorporate its arbitration clause into the contract. Those provisions do not turn every mention of rules or every commercial exchange into agreement to arbitrate.

The French substantive rule of international arbitration examines common intention, good faith and effective interpretation. The pair of 2024 judgments below illustrates its operation. Comparing English and French Kabab-Ji explains why a claim of universal enforceability is insufficient: procedural subject matter and governing approaches remain different.

Unclear clauses: interpretation does not always cure the defect

Identify the actual defect: an unavailable or misnamed institution, incompatible rules, overlapping court and arbitral submission of the same dispute, an unspecified future choice, an unworkable appointment process, or reference to a document never agreed. A defect does not produce a universal invalidity answer: applicable law, the documents and established common intention matter.

In Antrix/Devas, 6 November 2024, paragraphs 12–14, the French court preserved interpretation of an ICC-or-UNCITRAL clause: under that particular contract the initiating party could select one model, whose appointment rules then applied. This was interpretation of a particular ambiguous clause, not a recommendation to combine incompatible rule systems mechanically.

In Sulu, no 23-17.615 of the same date, paragraphs 7–12, designation of a particular arbitral office was determinant of consent. Once the office disappeared, the court did not replace it with an arbitrary arbitrator; refusal of exequatur for the partial jurisdiction award remained intact. A named arbitrator or appointing authority therefore particularly warrants an agreed fallback.

Separability does not supply missing consent. In Dallah, the enforcement court independently examined whether a particular person was party to the agreement. Where evidence establishes no consent, a favourable arbitration policy does not create jurisdiction. Drafting review aims to reduce uncertainty before a dispute, rather than assume a court will later repair it.

Draft examples: select the country and model

The examples below are original educational drafts for an ordinary arbitrable commercial dispute. They are distinct alternatives, not paragraphs to combine into one contract clause. Before signing, complete every field and check the structure against the relationship, party authority, applicable legislation and agreed rules. For the institutional version, compare the text with the ICAC’s own model and current documents.

Retain the agreed clause and rules, the contract and attachments, and evidence of electronic agreement. If individually agreed terms conflict with the rules, apply Plenum Resolution 53 paragraph 28 while respecting mandatory provisions of the relevant rules. Predictability comes from a clear choice and workable mechanisms for disagreement, rather than the length of the agreement.

Checking the agreed text before signature

The final text should align the model, rules, legal seat and appointment process. Preserve evidence of agreement separately.

1. Identify participants, signatories and authority; verify the assent of every relevant group company.
2. Identify the contract or other relationship and covered claims, including non-contractual claims if intended.
3. Check arbitrability, required form and special conditions at the seat and likely enforcement locations.
4. Verify institution, model and rules; reconcile the contract, annexes and standard terms.
5. Select seat, appointments, language and laws; identify the regime’s actual fallback rules.
6. Arrange notice, preliminary negotiations and urgent relief so the process remains workable.
7. Preserve the final text, annexes, versions and evidence of signature or electronic assent.

Reading the clause carefully

Consider the scope of disputes, the method of constituting the tribunal, the selected institution or ad hoc procedure, the seat and applicable rules. Language and the number of arbitrators also shape the procedure.

Read the clause as a whole and alongside the relevant documents. The institution’s name, an arbitrator’s identity and the hearing venue have different functions.

Capacity, authority and separability

Incapacity and agreement invalidity are distinct review grounds: Article 233(3)(1)–(2) of the Commercial Procedure Code and Article 421(3)(1)–(2) of the Civil Procedure Code. For legal persons, paragraph 47 of Plenum 53 concerns legal capacity. Signatory authority is a separate issue; a signature alone does not establish authenticity or authority.

Case law: Supreme Court 2 November 2016, 306-ES16-4741 reversed the setting-aside orders and refused annulment: invalidity of the main contract does not itself invalidate a separable clause. Defects in the clause itself, including absence of consent, still require examination.

Scope and timely objections

Under Article 16 of both statutes the tribunal may rule on its jurisdiction. A lack-of-jurisdiction objection is raised no later than the party’s first substantive submission, and an excess-of-jurisdiction objection as soon as the issue arises; the tribunal may admit a late plea if it considers the delay justified. Identify the parties, contracts, claims and any incorporation by reference.

Case law: Supreme Court 21 September 2018, 305-ES18-6787 considered the party’s conduct and late objection. The challenged award was dated 29 September 2014: the Court assessed the new owner’s knowledge, procedural actions and subsequent inactivity, not merely absence from a hearing. Silence does not cure every statutory prohibition: Supreme Court 12 March 2020, 304-ES19-20506 rejected estoppel where evasion of law was established. See the scope ground in the review guide.

See the separate guide to jurisdiction objections, participation in the defence and review of a preliminary ruling.

Consumer disputes: arbitrability and valid consent

The consumer character of a civil-law claim does not itself create a blanket prohibition on arbitration. The Russian Supreme Court Review of 14 March 2012 expressly rejected such a prohibition. The actual claims, Civil Procedure Code Article 22.1 exclusions and agreement validity still require examination; a public contract is not an administrative dispute merely by its name.

Consumer-credit and loan agreements are subject to the special rule in Law 353-FZ Article 13(4): the agreement may be made after grounds for a claim arise. Plenum Resolution 53/2019 paragraph 19 must not be turned into a blanket ban on advance clauses in every consumer contract. See consumer disputes and arbitration.