An arbitration agreement is generally perceived as an agreement to submit to arbitration any disputes that may arise under the contract containing such a clause. Arbitral tribunals and courts are traditionally very restrictive when it comes to interpreting such clauses - even the slightest ambiguity can result in the arbitration clause being declared null and void. In Sonact Group Limited v. Premuda SPA [2018] EWHC 3820 (Comm), however, the English High Court decided that an arbitration agreement continues to apply also to the claim for the payment that was agreed as a settlement of the claim based on the underlying contract.

The parties concluded a charter party contract which contained an arbitration clause for "any and all differences and disputes of whatsoever nature arising out of this charter". Following the failure of the charterer to meet its obligations, the owner claimed demurrage of USD718,948.08 and heating costs of USD190,200. The claim was settled by an agreement on a payment of USD600,000 altogether. However, this agreement was not concluded in a separate self-contained document, but only by an exchange of emails. As the charterer yet again failed to make the payment, the owner filed a notice of arbitration claiming the agreed amount, despite the fact that there was no express arbitration clause applying to the settlement agreement. The arbitral tribunal accepted its jurisdiction and awarded the owner the amount claimed. The charterer then commenced proceedings before the English High Court and argued on the basis of section 67 of the English Arbitration Act that the arbitral tribunal did not have substantive jurisdiction to determine the claim on the amount settled by the parties.

The English High Court followed the reasoning of the arbitral tribunal and confirmed that the latter in fact had jurisdiction, namely, given the nature of the negotiations and the manner in which they had been carried out, there was an objective but unexpressed intention of the parties that the second agreement should be governed by the same provisions for dispute resolution as the original charter party under which the claims arose. Likewise, there was no choice of law clause in the settlement agreement either, but, according to the English High Court, it was obvious that the parties intended that the choice of English law contained in the charter party contract would continue to apply. It further established that the wide wording of the arbitration clause was sufficient to encompass such a claim, despite the fact that the agreement to pay USD600,000 represents a new cause of action under a new and binding agreement. Namely, there is "no bright line rule that once the parties enter into a new legal relationship, here a settlement agreement, an arbitration clause in the underlying contract necessarily can no longer apply."

Despite this extensive interpretation of an arbitration clause by the English High Court, it nevertheless remains recommendable that an express arbitration clause is included in a settlement agreement or any other type of supplemental agreement. As this decision stands out strongly from the otherwise restrictive approach of various tribunals, it will be interesting to follow its impact and possible further developments.

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