SIAC Clauses

Single arbitrator

"[Subject to [ADR Clause],] any dispute arising out of or in connection with this Agreement, including a dispute as to the validity or existence of this Agreement and/or this clause [number], shall be resolved by arbitration with seat (or legal place) in [insert choice of seat] conducted in the [Language] by a single arbitrator [see Number of Arbitrators] pursuant to the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) [save that, unless the parties agree otherwise, neither party shall be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant to the dispute]”

Three Arbitrators

"[Subject to [ADR Clause],] any dispute arising out of or in connection with this Agreement, including a dispute as to the validity or existence of this Agreement and/or this clause [number], shall be resolved by arbitration with seat (or legal place) in [insert choice of seat] conducted in the [Language] by three arbitrators [see Number of Arbitrators] pursuant to the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) save that, unless the parties agree otherwise:

(i) the third arbitrator, who shall act as the presiding arbitrator of the tribunal, shall be chosen by the two arbitrators appointed by or on behalf of the parties. If the third arbitrator is not chosen by the two arbitrators within 30 days of the date of appointment of the later of the two party-appointed arbitrators to be appointed, the third arbitrator shall be appointed by the President of the Court of Arbitration of SIAC;

[(ii) no arbitrator shall be of the same nationality as any party];

[(iii) neither party shall be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant to the dispute]."

Sub paragraph (ii) may be inappropriate in normal commercial contracts, but it can be important in contracts with States. Its inclusion will prevent the State from appointing as its arbitrator its own national, who will never decide against it. This provision should be difficult for a State to resist at the negotiation stage but will be valuable if a dispute arises: faced with a genuinely independent tribunal, a State is more likely to be willing to do a deal than go through arbitration.

Click on SIAC for more on SIAC and the drafting and use of this clause.

Note: Whilst, technically, they can used in conjunction with any choice of seat, the SIAC Rules are most likely to be of interest, and deployed, in circumstances where the parties have agreed upon Singapore as a seat (Singapore, along with Hong Kong, being one of the first choices for international commercial arbitration seated in Asia). When Singapore is chosen as a seat and the governing law of the contract is not Singapore law, it has become common place to express a separate choice of law to govern the arbitration clause (see Express Choice of Law to Govern Arbitration Clause for an introduction, from an English law perspective, as to the rationale for this – and for an appropriate precedent clause). In Singapore seated arbitrations the current trend is to express the law of Singapore (i.e. the law of the seat), to govern the clause and, accordingly, as a default position, adopting the same in such circumstances may facilitate easier negotiation of the clause. There may, however, be times when the governing law of the contract is desired as the choice and such a choice will be respected in Singapore (either way, it will, of course, as always be necessary to ensure the clause is properly drafted and works under the chosen law).