Procedural Posture

This document is Procedural Order No. 12, issued on 26 April 2016 by the arbitral tribunal in the arbitration between Process and Industrial Developments Limited (Claimant) and the Ministry of Petroleum Resources of the Federal Republic of Nigeria (Respondent). The Order was prompted by the Respondent’s commencement of proceedings before the Federal High Court in Lagos to set aside the Tribunal’s Second Partial Final Award. In response, the Claimant requested an urgent ruling from the Tribunal confirming the juridical seat of the arbitration to determine the competent supervisory jurisdiction.

Principal Legal Issues and Parties' Positions

The core legal issue addressed by the Tribunal was whether the seat of the arbitration was London, England, or Nigeria. The dispute centered on the interpretation of Article 20 of the Gas Supply and Processing Agreement (GSPA), which stipulated that "The venue of the arbitration shall be London, England," while also providing that the GSPA was governed by Nigerian law and subject to the Nigerian Arbitration and Conciliation Act 1988. The Claimant argued that the designation of London as the venue established it as the juridical seat, thereby invoking the supervisory jurisdiction of the English courts. Conversely, the Respondent contended that London was selected merely as a convenient physical location for hearings, and that Nigeria remained the juridical seat by virtue of the governing law and the application of Nigerian procedural rules.

Tribunal's Analysis and Findings

In its analysis, the Tribunal examined Section 16 of the Nigerian Arbitration Act, which mirrors Article 20 of the UNCITRAL Model Law. The Tribunal distinguished between the "place of the arbitral proceedings" (the juridical seat) under Section 16(1) and the physical location where specific events or hearings occur under Section 16(2). The Tribunal found that by expressly stipulating London as the "venue of the arbitration" in the GSPA, rather than merely a location for specific hearings, the parties had agreed to London as the juridical seat. The Tribunal further noted that the choice of Nigerian procedural rules did not displace the express choice of England as the seat, as the mandatory provisions of the English Arbitration Act 1996 would still apply.

Additionally, the Tribunal reviewed the factual background and the parties' conduct throughout the proceedings. It observed that both parties had consistently acted upon the assumption that London was the seat. Notably, the Respondent had previously applied to the Commercial Court in London under Section 68 of the English Arbitration Act 1996 to set aside the Second Partial Final Award, an action only permissible if the seat were in England.

Decision

Based on the true construction of the GSPA and the consistent conduct of the parties, the Tribunal concluded and formally declared that the juridical seat of the arbitration is London, England.