Termination Of Agreement Arbitration Clause
The patent licensing agreement contains a choice of law clause in favour of Swiss law (point 13.2) and the following compromise clause (point 11): 3.3.1. The applicant does not dispute that the parties entered into a compromise clause valid under section 11 of the patent licensing agreement. On the contrary, it considers that the termination, under Article 8.3, paragraph 1, of the licence agreement would result in the termination of the parties` rights – including the decision of an arbitration tribunal – at the time of termination. The parties would mean that the parties would like to subordinate the arbitration to a condition that follows the performance of the contract or, alternatively, its termination. The termination of the contract on July 31, 2010 on the basis of U.S. patent No. [number omitted] would come into effect on August 6, 2010 and would also have terminated the obligation to submit a potential dispute in this regard to an arbitration tribunal, in accordance with paragraph 8.3, paragraph 1, of the license agreement. Since this is not a dispute or disagreement that occurred prior to termination, no jurisdiction of the Arbitral Tribunal can be based on the patent licensing agreement concluded. After reviewing both decisions, the Maryland Court of Appeals adopted the principles established by the Supreme Court of Nolde and Litton.
A full arbitration clause may allow the expiry of the agreement containing the clause to survive if the dispute arises from the agreement. The Court of Appeal then decided whether a compromise clause survives the expiration of the underlying agreement: the arbitrator or the court? On the other hand, in the absence of agreement between the parties, future disputes that have nothing to do with the contract itself are not covered by the arbitration agreement. In particular, these decisions were made in commercial arbitrations. There is a separate law on consumer arbitration procedures, where different rules apply. The main reason for the change in attitude of the Slovak courts is that Slovak law has begun to distinguish between consumer arbitration procedures and commercial procedures. In the past, courts applied the same standard to both commercial and consumer arbitration procedures. This position has changed as a result of the amendment of the Arbitration Act 2015 and the adoption of a new legal framework for consumer arbitration proceedings. (a) the obligations of the X.________ to pay any royalties or other considerations that were paid within that period, before or during the termination (or during the hundred and eighty (180) days following the termination date in the event of inventory at the time of termination, in accordance with Section 8.2, point e); (d) Y.________ have the right to terminate this agreement with immediate effect, with immediate effect, with X.________ effect, where X.________: (i) dissolution, liquidation or any other termination of its existence, except as a result of a merger with, consolidation with or as a result of a merger with another person who agrees to take over the rights and obligations X.________ under this agreement and who , therefore, Y.________ , or (ii) take steps to challenge the validity of any of the patents granted in administrative or judicial proceedings, or to assist third parties in taking such measures. In this case, the arbitration clause provided that one party could instruct the other party to settle a dispute “at the end or with respect to this agreement or its termination.” The clause therefore provides for a dispute resulting from an agreement valid from the outset (no zero contract from the outset).
This is all the more true since arbitration does not exempt the parties from the obligation to execute the contract, which is not possible for a contract that does not exist from the outset because of the fraud.