By a contract of 4 October 2001, Russian State Enterprise Russian Satellite Communications Company (“RSCC”) sold 20 million shares of a French company Eutelsat to Orion Satellite Communications Inc. (“Orion”). The contract contained a UNCITRAL arbitration clause. On 11 March 2002, Orion sold to Geosat 3 the rights it held in the acquisition of these shares. This purchase agreement contained an LCIA arbitration clause. On 11 July 2002, RSCC, Orion, and Geosat 3 entered into an assignment and pledge agreement for the implementation of the two previous contracts. This tripartite contract contained a clause conferring jurisdiction on the Paris Commercial Court. On 12 April 2010, Orion and Luxemburg Holding Celestial Financial (“HFC”) took ownership of the rights of Geosat 3.
HFC sued RSCC before the Commercial Court for the execution of the shares transfer and payment of various sums. RSCC submitted jurisdictional pleas by invoking the arbitration clauses appearing in the contracts dated 4 October 2001 and 11 March 2002.
The Court of Appeal dismissed the objection, considering that no arbitration clause is binding upon RSCC and HFC. In addition, the action brought by HFC against RSCC is intended to enforce the obligations contracted by the latter solely under the terms of the tripartite agreement of 11 July 2002 containing the clause conferring jurisdiction to the Paris Commercial Court.