Aker Yards group approached the Alstom group in order to purchase its shipbuilding business assets. In 2006, a framework agreement including an arbitration clause was signed between certain companies of the groups. The appendixes of the framework agreement included the sale of the business assets. The assignee company had to pay a surcharge relating to social contributions and invoked the contract for the sale of business assets to commence proceedings against the assignor company before the commercial court in order to obtain the payment it claimed.
The Court held that the existence of the arbitration clause compelled it to decline its jurisdiction. The assignee company appealed, stating that the sale of business assets contract, upon which the dispute was based, does not include any arbitration clause and does not make any references to the framework agreement. In addition, it argued that it is not proved that the assignee company knew of or accepted the clause in the framework agreement.
The Court of Appeal confirmed the judgement as the framework agreement stipulates that “Any dispute arising from this Agreement or any accessory Agreement, or related to these, will be resolved pursuant to the Arbitration Rules of the International Chamber of Commerce” and that the sale of the business assets was appended to the framework agreement. Consequently, the arbitration clause is binding upon the assignee company.