French, English, German, Italian, Dutch
Law degree, Admitted to bar
Experience in the field of distribution
Agency, Intermediaries, Distributorship, Selective distribution, Franchising, Distribution, Antitrust
Litigation before national courts as counsel.
International Arbitration as counsel and as arbitrator.
- As co-arbitrator, in a proceeding conducted in the French language, (CEPINA - arbitration center whose headquarters are seated in Brussels).
- Co-arbitrator in a dispute under the International Law of an Eastern European Country and UNCITRAL Ad Hoc Arbitration rules.
- Sole arbitrator in an ICC Arbitration.
- Sole arbitrator in an ICC Case
- Sole arbitrator in a CEPANI arbitration
- A manufacturer of a Member State of the EU entered into several agreements with a Belgian company in relation with the sale of vehicles effected to a significant extent within the Belgian territory. All contracts provided that Belgian law was the governing law and contained an arbitration clause almost identical. On the basis of the results of several audits carried out in one of the seats of the distributor, the manufacturer terminated the agreements entered with the distributor for material breach, hence without any prior notice or compensation. The latter challenged the allegation of material breach and initiated arbitral proceedings in which it filed a claim for compensation on the basis of the Belgian law on termination without cause of exclusive distribution contracts entered into for an indefinite period of time. The manufacturer asserted a counterclaim seeking compensation for the damages incurred as a result of the alleged breach by the distributor. One of the main issues was to determine whether the results of the audit could be construed as a material breach entitling the manufacturer to terminate all the agreements without prior notice and indemnification, although the alleged breaches affected only one of the operational seats of the distributor.
- A Belgian company has entered into a distribution agreement for the sale of certain products with a company from a former eastern European country. Later, the parties concluded a series of agreements, pursuant to which the Belgian company advanced funds to the distributor and the distributor committed himself (i) to invest the funds in marketing programs and equipement and (ii) to purchase on an annual basis certain minimum quantities of products. At a certain point of time, Parties determined a so-called residual value i.e. the amount of funds that had not yet been repaid by the distributor following the sales of the products. They parties also agreed on the consolidated volumes to be purchased by the distributor in order to amortize this residual value. Shortly thereafter, the Belgian company sent a notice of termination of the distributorship agreement. The issues to be determined in the arbitration were the followings: Whether the agreements concerning advanced funds implicitly amended the term of the distribution agreements and thus deprived the Belgian company of its rights to terminate the distribution agreement at the date the Belgian company did it. Whether the funds advanced by the Belgian company were to be repaid, if the distribution agreement was terminated Whether the principal abused of its rights when it terminated the distribution agreement.
- During several years, the Claimant was the representative of Respondent, an important German "Konzern", within the territory of Isfahan. A dispute arose because, according to Claimant, Respondent had directly sold goods on the territory of Isfahan without notifying these sales to Claimant and notwithstanding the fact that Claimant had sole representation rights of the German company’s products in the territory. Claimant claimed that he had the right to be compensated (i) for commissions on transactions completed in Isfahan by the German company, (ii) for the serious prejudice he suffered because the German company had appointed another representative in Isfahan (iii) for residual value and goodwill because his contract with the German company was cancelled without cause, and finally (iv) for his efforts to obtain from the Iranian National Bank a schedule for payment of a debt towards Respondent. Respondent took the view that since none of the agreements concluded with Claimant had been concluded with Respondent, there cannot be any arbitration with him. The arbitral tribunal had to decide if Respondent was the right counterpart, being understood that the agreements were signed by another company of the group of companies of Respondent. The arbitral tribunal ruled that the mere circumstance that a party enters into an agreement with a subsidiary of a multinational company, does not allow it to sue this last company when it believes to have a claim arising out of its contractual relationship with that subsidiary. The issue was to determine whether there was sufficient evidence supporting the allegation that the German company and its local subsidiary should be treated as one single company. The decision was that intensive cooperation between a subsidiary and a mother company is normal in a multinational group and an agreement by a company to an arbitration agreement concluded by another company of the group cannot be inferred therefrom.
- In 2005, Claimant, a French company, was willing to expand its business to Kuwait. Respondent, a Kuwaiti company approached Claimant and proposed to launch Claimant’s products on the Kuwaiti market. Claimant appointed Respondent, as its distributor in Kuwait. In order to be used in Kuwait, the products manufactured in France had to be made compatible with systems operating with locally installed equipment. Consequently, an application software integrated in the products had to be developed. The Parties formalized their business relationship through a three-year contract. Respondent main obligation under this contract was to develop a Kuwaiti-customized software to be embedded in the Claimant’s products and then to distribute, supply, maintain and support Claimant’s products in Kuwait. Claimant put at the disposal of the Respondent a Software Development Kit. Several issues had to be decided by the Arbitral Tribunal: When was the agreement entered into by the Parties terminated? Did the Arbitral Tribunal have jurisdiction to rule on the question of the ownership of the intellectual property rights on the application software? Which Party did own the intellectual property rights on the application software ? Did the Arbitral Tribunal have jurisdiction to rule on the allegation of unfair competition made by Claimant with respect to Respondent? Provided by the Arbitral Tribunal has jurisdiction to rule on this issue, was Respondent liable to Claimant for unfair competition or any other unlawful acts ?
- A Belgian company of limited liability (referred to as B) specialized in the marketing of the products manufactured by its subsidiary, a French company of limited liability (F). B entered into with a company incorporated under Dutch law (N) an agreement pursuant to which B undertook to provide N with products in view of their marketing within the territory of the Netherlands.. N assigned the rights and obligations assumed by the latter under the agreement executed with B to another company, referred to as A. A became the sole distributor of the products of B within the territory of the Netherlands. A few months after the assignment, A gave B notice of its decision to terminate the agreement upon a 6 months prior notice. The parties disagreed as to their respective obligations during the prior notice period. B took the view that the agreement was fully in force during the prior notice, which meant that A had to purchase from B all its existing and new products, in the same volume than before the termination notice. A alleged that it was under the obligation to purchase only certain products, namely those identified in the agreements entered into between B and N, but was not bound by any requirement in respect of the volume and that was not subject to any requirement insofar as new products were concerned, as they were not identified in the initial contract. In a first arbitration matter, A was ordered to pay to B a sum corresponding to the profit which B would have obtained during the notice period, if A had complied with its requirements obligations pursuant to the agreement and the profit that B has obtained in connection with the actual purchases. A was ordered to pay to B a sum corresponding to the damages incurred as the loss of opportunity (to supply A with new products of B). By contrast, B’s claim was dismissed, as the alleged damages were not incurred by B but by its subsidiary F, and B could not demonstrate that it had financed or reimbursed the funds to its subsidiary. F were then absorbed in a merger by another company incorporated under French law (referred to as Fbis) that belonged to the same group than B. Fbis took the view that, following up a breach of contract by A, it had suffered a damage for which it claimed compensation. The Arbitral Tribunal arbitral ruled that neither Fbis nor F was signatory to the contract executed between B and N. The Tribunal determined that the terms of the contract showed that the contracting parties, B on one part and N, on the other part, did not intend to assume the rights and obligations of B by amending the initial relationship, on the contrary. Since Fbis could not show that it was party to the supply agreement on the basis of the terms of the agreement or the way it was actually implemented. Fbis could not rely upon a legal mechanism, such as the representation or stipulation for the benefit of a third party, which would allowed it to hold contractual rights. Hence, A could not be exposed to liability vis-à-vis Fbis on a contractual basis. Nor could it on an extra-contractual basis. As the contract provided for the possibility for an early termination, the decision to put an end to the latter did not constitute a breach of contract, unless Fbis could demonstrate that the circumstances surrounding the termination entailed a breach of contract. But Fbis failed to do so.