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DMC/SandT/201010/253''
'''Habas Sinai Ve Tibbi Gazlar Isthisal Endustri AS v Sometal SAL'''
'''The Commercial Court held that the general words of incorporation in the contract between the parties – “all the rest will be same as our previous contracts” – incorporated the London arbitration agreement/clause from the contracts previously made between those parties without the need for specific words of reference within the incorporating contract to the arbitration agreement/clause'''
Case note by Jim Leighton, BSc (Hons), LLB (Hons), LLM (Maritime Law), Solicitor of England & Wales of at Kennedys Singapore LLP and an International Contributor to DMC’s CaseNotes
'''Background'''
(1) A and B make a contract in which they incorporate standard terms;
(2) A and B make a contract incorporating terms previously agreed between A and B in another
(3) A and B make a contract incorporating terms agreed between A (or B) and C; and
(4) A and B make a contract incorporating terms agreed between C and D.
On analysis of the facts, the judge held that the words of incorporation were effective.
The judge took “our”, in “… same as our previous contracts”, to be a reference by Sometal to its own prepared contracts, as distinct from the Habas-prepared contracts. It was the Sometal-prepared contract under dispute in this case and it was the other contracts prepared by Sometal that had contained London arbitration clauses. By contrast, the Habas-prepared contracts contained either dispute resolution clauses with a different venue or no dispute resolution clauses.
'''Comment'''
