“All disputes arising out of or in connection with this contract (including disputes concerning non-contractual claims) shall be resolved in arbitration under the Rules of Procedure of the Arbitration Court of the Slovak Bar Association.”
Model optional additional clauses:
“The number of arbitrators shall be [1 or 3].”
“The language of arbitration shall be the [Slovak, Czech, English and/or German] language.”
“The arbitration clause is governed by the laws of the Slovak Republic.”
“An arbitral award other than a scrutiny arbitral award may be reviewed by another arbitral tribunal.”
Model arbitration clause for Corporate Disputes
The Arbitration Court recommends to the parties that wish to refer to the Supplementary Rules for Corporate Disputes to include the following arbitration agreement in the constitutional corporate document (e.g. a memorandum of association, articles of association):
- “Where permitted by law, all disputes that arose or will arise between the shareholders or between the company and its shareholders or between the company and a statutory body, the members of a statutory or other body of a company in connection with this document or other documents that this document refers to or in connection with their validity, in particular, disputes regarding the rights and obligations of a shareholder towards other shareholders or towards the company, the protection of a shareholder’s right, including his power to challenge the validity of a decision of a statutory body, decision of a member of a statutory or other body of the company, disputes between the company, the shareholders, the statutory bodies, members of a statutory or other body of the company related to the execution of their function, including their liability, shall be decided finally in accordance with the Rules of Procedure of the Arbitration Court of the Slovak Bar Association and its Attachment D – Supplementary Rules for Corporate Disputes.
- The effects of the arbitral award shall also apply to those shareholders who were, within the given time periods in line with Art. II(1) of Attachment D – Supplementary Rules for Corporate Disputes, designated as the Affected shareholders, regardless of whether they used their opportunity to enter into the arbitration as a party. Shareholders that were within the given time period designated as the Affected Shareholders undertake to accept the effects of the arbitral award issued in accordance with the Supplementary Rules for Corporate Disputes.
- The persons that ceased to be shareholders shall remain bound by this arbitration agreement.
- The arbitration agreement also applies to the company. The company undertales to include the arbitration agreement in the agreement on execution of the function of a statutory body or a member of a statutory or a different body. The company undertakes to always use the existing arbitration agreement as a defence against any claim related to disputes within the meaning of section 1 and raised at the general courts.
- The number of the arbitrators is [1 or 3].
It is further recommended that the memorandum of association includes a provision, requiring all the shareholders to provide the company with an up-to-date delivery address or an agent for delivery, and under which the receipt of any document at this address or by this person will be assumed after a reasonable period.