Two companies concluded an exclusive distribution agreement. A dispute arises because of alleged non conformities of the goods. The respondent challenges the applicability of the arbitration clause before Court.

The respondent argues that in case of contradiction between the arbitration clause and another clause of the agreement (in this case, the clause about the applicable law, which provides that “any dispute resulting from this contract and which has not been amicably settled, will be submitted exclusively to the competent Court”), it is up to the Court to interpret the agreement by seeking the common intention of the parties. In case of remaining doubt, the clause must be interpreted against the party who stipulated and in favour of the party who contracted the obligation.

The Court of Appeal held that it did not have the power to construe an arbitration agreement that is sufficiently clear and that has been entered into by two parties, both acting as professionals. According to the Court, the “competent Court” can be an arbitral tribunal, hence the clauses are not contradictory.

The Court added that it could neither assess the economic interest of arbitration, nor investigate the degree of understanding that two professionals had when entering into the arbitration agreement.