Antrix/Devas: an ICC-or-UNCITRAL clause received a workable interpretation

Contract and foreign award

On 6 November 2024 the French Court of Cassation’s First Civil Chamber decided joined appeals 22-16.580, 22-19.327 and 23-15.649; ECLI:FR:CCASS:2024:C100592. Antrix and Devas, both Indian companies, had a commercial contract providing for New Delhi arbitration under ICC or UNCITRAL rules. Devas approached ICC when a dispute arose; Antrix objected to institutional involvement without a further party agreement.

The award of 14 September 2015 upheld jurisdiction and granted damages. French proceedings concerned giving effect to that award, and Antrix appealed the exequatur order. This was French enforcement of a foreign commercial award, not annulment at the seat or a separate investment dispute.

The drafting ambiguity

The dispute concerned the relationship between contractual appointment of three arbitrators and the reference to ICC or UNCITRAL rules. Antrix argued that the parties first had to constitute the tribunal themselves, with procedural rules selected only afterwards. The competing interpretation permitted selection of one agreed model when commencing proceedings.

An institutional label alone does not resolve that conflict. It concerned the institution’s role and the constitution process itself. Paragraphs 12–13 examine how the lower court identified common intention and gave the agreed procedure practical effect.

Holding and precise disposition

The preserved interpretation was that the parties had already allowed ICC institutional arbitration or UNCITRAL ad hoc arbitration, and the initiating party could choose without a fresh preliminary agreement. Choosing ICC engaged its constitution process, including Article 8 of the Rules as then applicable. Interpretation was required by ambiguity and was not treated as distortion of the agreement.

Appeal 22-16.580 and the principal and incidental appeals in 23-15.649 were dismissed; withdrawal of 22-19.327 was recorded. Antrix’s challenge to the exequatur order therefore remained unsuccessful. Paragraphs 8–10 separately address the authority of a foreign liquidator, rather than tribunal constitution.

Drafting significance

The case shows that established common intention can preserve an ambiguous clause. It does not make every combination of rules workable. Compare Sulu on the same date, where a determinant element of consent could not simply be replaced. A new contract should expressly identify the model, when any choice is exercised, appointments and fallbacks; see the practical agreement guide.