The guidelines contained a Brazilian legal clause and an arbitration clause with a London seat. The explicit choice of the substantive contract is a strong indication of the intention of the parties with respect to the arbitration agreement, unless there are other factors indicating another conclusion. These may include the provisions of the arbitration agreement itself or the consequences for its effectiveness of choosing substantive law law. Although there were strong factors that argued in favor of an implicit choice of Brazilian legislation as the law of the arbitration agreement, two important factors were put forward in the other direction. This is a difficult issue and depends on the circumstances of the case and the action of the arbitral tribunal or national court considering the matter. This ambiguity may lead to costly satellite procedures that would not be necessary if the law applicable to the arbitration agreement were defined in the arbitration agreement. All disputes, controversies or claims arising out of or related to this Agreement, including the conclusion, interpretation, breach or termination of this Agreement, including whether the claims asserted are different, shall be referred by arbitration and finally settled in accordance with the Arbitration Rules. The tribunal shall be composed of [three arbitrators/one arbitrator]. The place of arbitration is [place]. The language to be used in the arbitration proceedings is [language]. The judgment on the arbitrator`s arbitral award may be submitted to any court of competent jurisdiction. In a recent case of the Commercial Court of England, Habas Sinai, an agent (contrary to the instructions of the principal), voted a contract without applicable legislation and an arbitration clause providing for icc arbitration in London. In the absence of an explicit provision of the applicable law in the substantive contract, the applicable law of the arbitration agreement would normally be that of the registered office, i.e.
English law. It was argued that in this case the seat should be ignored because it was agreed without real authority….