{"id":289296,"date":"2026-02-18T16:55:09","date_gmt":"2026-02-18T15:55:09","guid":{"rendered":"https:\/\/dailyjus.com\/?p=289296"},"modified":"2026-02-18T16:55:10","modified_gmt":"2026-02-18T15:55:10","slug":"paris-court-of-appeal-validates-arbitration-agreement-through-contractual-matrix-in-keppel-v-qatar-pwa","status":"publish","type":"post","link":"https:\/\/dailyjus.com\/index.php\/2026\/02\/18\/paris-court-of-appeal-validates-arbitration-agreement-through-contractual-matrix-in-keppel-v-qatar-pwa\/","title":{"rendered":"Paris Court of Appeal Validates Arbitration Agreement Through Contractual Matrix in Keppel v. Qatar PWA"},"content":{"rendered":"\n

International Arbitration Newsletter <\/strong>
Second Semester 2025 <\/strong><\/h1>\n\n\n\n

Paris Court of Appeal, 21 October 2025, Keppel<\/em>, no. 24\/04967<\/h3>\n\n\n\n
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THE AUTHOR<\/strong>:
Eglantine Canale Jamet<\/a><\/strong>, Associate at Sygna Partners<\/a><\/strong>
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As a leading Paris-based firm in international law and dispute resolution, <\/em>Sygna Partners<\/a><\/em><\/strong> brings its legal insight to <\/em>Daily Jus<\/em><\/strong>. Through this collaboration<\/a>, we feature select articles from Sygna\u2019s biannual International Arbitration Newsletter, offering sharp analysis of key French court decisions and their broader relevance to the global arbitration community.<\/em><\/p>\n<\/blockquote>\n\n\n\n

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Subject Matter<\/strong><\/h2>\n\n\n\n
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Article 1507 FCCP \u2013 Formality of the arbitration agreement<\/strong><\/em><\/p>\n\n\n\n

The existence and effectiveness of the arbitration agreement are assessed according to the common intention of the parties, subject to mandatory rules and international public policy, taking into account, in particular, the essential nature of arbitration in the submission of the successful bidder, repeated discussions on the substitution of the clause, the development of a comprehensive dispute resolution mechanism, written confirmation of an agreement on the documents discussed, and the absence of any dispute at the time of the award of the contract and at the time of the dispute.<\/p>\n<\/blockquote>\n\n\n\n

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Summary<\/strong><\/h2>\n\n\n\n

Keppel Seghers Engineering Singapore Pte Ltd (\u201cKeppel<\/strong>\u201d), a subsidiary of the Keppel Group, bid in 2006-2007 for a major Qatari public works project awarded by the Qatar Public Works Authority (\u201cPWA<\/strong>\u201d): the design, construction, and operation\/maintenance of a wastewater treatment plant. The tender package included general conditions referring disputes to the Qatari courts. During the tender clarifications and negotiations, Keppel repeatedly insisted that arbitration was a condition of its participation.<\/p>\n\n\n\n

In late August and September 2007, the parties exchanged multiple documents and letters dealing specifically with dispute resolution. PWA\u2019s letters of 13 and 16 September 2007 acknowledged Keppel\u2019s position that arbitration should take place outside Qatar and noted that the \u201cmediation\u201d and \u201carbitration\u201d topic remained the last \u201cunresolved\u201d item to be dealt with separately.<\/p>\n\n\n\n

A final in-person meeting took place on 26 September 2007. Two key negotiation documents were discussed, describing a bespoke multi-step mechanism culminating in ICC arbitration seated in Paris. Keppel then sent letters the same day recording that agreement had been reached, including on the seat, and PWA issued the Letter of Award on 27 September 2007 without reserving its position on Keppel\u2019s letters, conduct the Court treated as significant given the parties\u2019 prior practice of not leaving issues open at award stage.<\/p>\n\n\n\n

Separately, an internal PWA letter dated 19 September 2007 recorded that PWA\u2019s governance had approved awarding the contract and accepting ICC arbitration in Paris. Although initially internal, this document was later incorporated into the final contract bundle. The Contract Agreement was signed on 9 December 2007. It provided that the contract comprised not only the agreement and the conditions of contract, but also all documents compiled in nine volumes, deemed \u201can integral part\u201d of the contract.<\/p>\n\n\n\n

Disputes later arose, and two ICC requests for arbitration led to an ICC award dated 6 December 2023 <\/a>in a Paris-seated arbitration, by which the tribunal declined jurisdiction, considering that no valid arbitration agreement existed. Keppel filed an action to set aside the award under Article 1520(1) FCCP, arguing that the tribunal had wrongly declined jurisdiction.<\/p>\n\n\n\n

On 21 October 2025, the Paris Court of Appeal, 24\/04967<\/a>, set aside the award. It recalled that, for an Article 1520(1) challenge, the annulment judge must review jurisdiction by examining all relevant factual and legal elements, without revisiting the merits. It further applied the French \u201cr\u00e8gle mat\u00e9rielle\u201d of international arbitration: no form requirement (Article 1507 FCCP), autonomy of the arbitration agreement, and assessment of its existence and effectiveness according to the parties\u2019 common intention, interpreted in good faith and in light of effet utile<\/em>.<\/p>\n\n\n\n

The Court found that a common intention to arbitrate had been \u201cfully and perfectly\u201d expressed before the award of the tender, later confirmed by incorporation into the nine-volume contract and by conduct in performance (including express reliance on the \u201cResolution Flow Chart\u201d in 2021, participation in mediation, and no immediate jurisdictional objection when ICC proceedings commenced).<\/p>\n\n\n\n

The Paris Court of Appeal understood the exchanges between the Parties as showing that the principle of moving away from the original court-jurisdiction mechanism was not being rejected, and that the discussion had narrowed to the modalities, notably the seat outside Qatar. The Court further held that the inclusion within the nine volumes of the \u201cArbitration approval letter\u201d and the 26 September 2007 letters with their annexed dispute-resolution documents reflected the parties\u2019 intention to give them contractual value.<\/p>\n\n\n\n

It concluded the tribunal had wrongly declined jurisdiction, annulled the 6 December 2023 award, and ordered costs and fees against PWA.<\/p>\n\n\n\n

<\/div>\n\n\n\n

Analysis<\/strong><\/h2>\n\n\n\n
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Substance Over Form: Evidence of Consent<\/strong><\/h3>\n\n\n\n

Keppel<\/em> is a clear illustration of the French practice of court\u2019s preference for substantive consent over formal drafting. The Court framed its method in the familiar Dalico<\/em> line<\/a>: no formal requirement (Article 1507), autonomy from the main contract, and a search for common intention guided by good faith and effet utile<\/em>. As such, the Court searched more than the absence of an arbitration clause in the executed contractual text and treated the contract as a \u201ccontractual matrix\u201d, including the nine volumes, the clarifications, the award letter, and the negotiation instruments. It therefore asked whether, within that matrix, the parties had in substance chosen arbitration.<\/p>\n\n\n\n

The Court stacks several categories of elements: it considers the pre-award correspondence, and PWA\u2019s letters of 13 and 16 September 2007 were read as acknowledging the arbitration\/mediation mechanism as the remaining item to settle, not as rejecting arbitration in principle. Moreover, Keppel\u2019s letters \u201ctaking note\u201d of agreement, combined with PWA\u2019s issuance of the Letter of Award the next day without reservation, counted as strong evidence of assent, especially given the parties\u2019 negotiation practice. By treating all documents in volumes as integral, the contract turned what might otherwise be \u201cmere negotiation paperwork\u201d into relevant contractual material. Furthermore, the Court relied on the engineer\u2019s 2014 letter referencing the dispute resolution process, PWA\u2019s 2021 insistence on strict application of the \u201cResolution Flow Chart\u201d, acceptance of mediation, and absence of an immediate jurisdictional challenge in ICC proceedings.<\/p>\n\n\n\n

Two practical lessons follow. First, under French law, consent can crystallise across documents and behaviour, and not necessarily in a single, cleanly drafted clause. Second, a party seeking to resist arbitration will struggle if it has negotiated it as a condition, accepted contractual incorporation, and later behaved as if the mechanism existed.<\/p>\n\n\n\n

In this case, the \u201cArbitration approval letter\u201d is central: while starting as an internal governance document, once it was placed in the contractual volumes and signed-off as part of the \u201cintegral\u201d contract, it became probative of PWA\u2019s acceptance.<\/p>\n\n\n\n

This is of great relevance for State entities and public authorities: internal approval trails (boards, committees, delegations) that might have been resorted to or created for compliance, may later suggest consent, especially if they are incorporated into contract documentation or if they are consistent with the negotiation record.<\/p>\n\n\n\n

<\/div>\n\n\n\n

Intent of Parties Over Explicit Contact Provisions<\/strong><\/h3>\n\n\n\n

The fact that the signed contract says courts does not necessarily imply that arbitration should fail. On this argument, the Court\u2019s answer is pragmatic: the parties\u2019 structure contemplated that \u201ctender clarifications\u201d and compiled documents could modify standard conditions. The fact that the contentious clause remained unedited was not decisive because other negotiated modifications also remained unedited in the base conditions, making the \u201cfailure to delete\u201d argument weak.<\/p>\n\n\n\n

The Court is hereby applying to its full effect the effet utile<\/em> principle: it preferred an interpretation that gave effect to a negotiated dispute mechanism rather than letting a standard-form element neutralise it.<\/p>\n\n\n\n

Keppel<\/em> also illustrates the tension between flexibility and evidentiary certainty, as the Court did not \u201cpresume\u201d arbitration but built its finding on a dense record. This decision, however, confirms that the evidentiary threshold is not \u201cproduce the signed clause\u201d so much as \u201cprove the common intention,\u201d which can be done by a series of documents and conduct.<\/p>\n\n\n\n

As noted by commentators, Keppel<\/em> resonates with the ongoing reform discussion about aligning internal and international regimes and relaxing formalism, while keeping writing requirements largely as proof rather than validity constraints. This decision illustrates that commercial reality sometimes produces arbitration consent in negotiated pathways rather than in clear drafting, and that courts can still validate it where the intention is clearly evidenced.<\/p>\n\n\n\n

<\/div>\n\n\n\n
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ABOUT THE AUTHOR<\/strong><\/p>\n\n\n\n

Eglantine Canale Jamet<\/a><\/strong><\/strong> joined Sygna Partners<\/a><\/strong><\/strong>‘ International Litigation and Arbitration Department in 2022 as an Associate. She holds a Master\u2019s in Public International Law (Paris Nanterre) and an Advanced LL.M. in International Criminal Law (Leiden). She has gained experience with international courts (ICC and ICJ) as well as in the Legal Affairs Division of France\u2019s Ministry of Foreign Affairs. Her practice focuses on immunities and international disputes, with a particular interest in evidence, open-source investigations, and procedural issues.<\/p>\n\n\n\n

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*The views and opinions expressed by authors are theirs and do not necessarily reflect those of their organizations, employers, or Daily Jus, Jus Mundi, or Jus Connect.<\/em><\/em><\/p>\n","protected":false},"excerpt":{"rendered":"

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