Party to Arbitration Clause in Contractual Group

Complexity and specialization of economic activities at current time have resulted in the fact that the realization of a single economic operation requires the conclusion of multiple and various contracts among different parties. Reciprocal relationships and economic interdependence among these contracts and the obligations arising therefrom have led to the recognition of the concept of “Contractual Group” in law. This concept demonstrates that the law takes commercial and economic realities into consideration along with the legal structure of contractual relationships. In a contractual group whose contracts pursue a common objective, similar arbitration clauses are included, or in some of the said contracts, arbitration clauses are inserted, while, other interrelated contracts belonging to the same group lack the dispute resolution clause, and also in cases that the contracts within a contractual group contain different or inconsistent dispute resolution clauses, this question arises whether the arbitral tribunal may consider the parties to other interrelated contracts in a contractual group as the parties to an arbitration clause embedded in one of these contracts and consequently, extend the scope of the mentioned arbitration clause to them. Giving a positive answer to this question will pave the way for resolving the disputes of all parties to interrelated contracts through single arbitration proceedings and it will not only lead to a more efficient and effective settlement of disputes, but also refrain from parallel proceedings and issuance of contradictory awards. In such cases, the Theory of Autonomy and the Principle of Privity of Contracts require that in order to determine the party to an arbitration clause, the arbitral tribunal discovers the common and mutual intention of all the parties to interrelated contracts within a contractual group.