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The Award in Saluka Investments V. Czech Republic

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The Award in Saluka Investments V. Czech Republic CHAPTER 5 THE AWARD IN SALUKA INVESTMENTS V. CZECH REPUBLIC George Stephanov Georgiev* I. INTRODUCTION This chapter analyzes the award issued over the claim that the Czech Republic had violated its bilateral investment treaty with the Netherlands through actions following the failed privatization of one of the biggest Czech banks. The chapter focuses on the award’s reasoning and finds that, overall, the tribunal provided sufficient information about the grounds for its decision. The treatment of the jurisdiction claim, the fair and equitable treatment claim, the non-impairment claim, and the full security and protection claim is sophisticated, cogent, and thorough. In these areas, the tribunal completely fulfilled its obligation to state reasons under Article 32(2) of the Rules of the U.N. Commission on Inter- national Trade Law (UNCITRAL). Some other aspects of the tribunal’s analysis, including that of the unlawful expropriation claim, exhibit flawed or attenuated reasoning, but do not threaten the overall coher- ence of the award. The discussion here also demonstrates the benefits of well-reasoned arbitral decisions by noting the award’s contribution to the negotiated settlement of this and other related disputes. The Saluka arbitration arose out of the failed privatization of the Czech Republic’s third largest bank, IPB (Investicní a Postovní banka a.s.). In 1998, the government sold a controlling block of IPB shares to Nomura Europe, which in turn transferred them to Saluka Investments BV (Saluka), a Nomura special-purpose company incorporated in the Netherlands. While the bank’s performance improved considerably under its new owner and management, the IPB still lacked sufficient operating capital and was burdened by a large amount of non-perform- * J.D., Yale Law School, June 2007. For helpful comments, I thank Guillermo Aguilar Alvarez, Rocío Digón, Santiago Montt, and W. Michael Reisman. Any errors or omissions are my own. The paper discusses the status of the dispute as of September 1, 2007. Contact information: [email protected]. 149 150 • The Reasons Requirement in International Investment Arbitration ing loans. In 1999 and 2000, the Czech government continued to priva- tize state-owned banks and began to supervise the sector more closely. After repeatedly failing to comply with new and more stringent regula- tory requirements, in June 2000 the IPB was put under forced adminis- tration by the Czech National Bank and then sold to another banking group. Nomura lost managerial control over the bank, and the IPB shares it held through Saluka were rendered worthless. In July 2001, Saluka commenced arbitration proceedings under the bilateral investment treaty (BIT) between the Netherlands and the Czech Republic.1 Saluka alleged that the Czech Republic had deprived Saluka of its investment unlawfully and without just compensation, and that the Czech Republic had failed to accord Saluka’s investment fair and equi- table treatment. After several delays caused by procedural maneuvers, actions in Czech courts, administrative investigations, and parallel inter- national arbitration proceedings, the tribunal issued a detailed partial award on March 17, 2006.2 The tribunal accepted that it had jurisdiction to hear the dispute and found the Czech Republic liable under the fair and equitable treatment and the non-impairment clauses of the BIT, but not liable under the expropriation clause or the full security and pro- tection clause. This chapter examines the adequacy of the tribunal’s reasoning in the partial award, as measured by the award’s internal logic, coherence, and consistency. The correctness of the tribunal’s arguments and the overall merits of the decision shall not be considered. Because this pro- ject posits that the merits can be properly evaluated only if a tribunal pro- vides adequate reasons,3 the analysis here would nonetheless be the necessary first step if we were to determine whether Saluka was adjudi- cated correctly. 1 Agreement on Encouragement and Reciprocal Protection of Investments Between the Kingdom of the Netherlands and the Czech and Slovak Federal Republic, signed on Apr. 29, 1991, available at http://www.unctad.org/sections/dite/iia/ docs/bits/czech_netherlands.pdf [hereinafter Czech-Dutch BIT, or BIT]. 2 Saluka Investments BV (The Netherlands) v. The Czech Republic, UNCITRAL, Partial Award (Mar. 17, 2006), available at http://www.pca-cpa.org/ENGLISH/RPC/ #Saluka [hereinafter Saluka Award or Award]. 3 See Guillermo Aguilar Alvarez & W. Michael Reisman, How Well Are Investment Awards Reasoned?, supra Chapter 1. The Award in Saluka Investments v. Czech Republic • 151 The chapter proceeds as follows: Section II considers the content of the requirement to state reasons under the UNCITRAL Arbitration Rules; Section III provides further factual and procedural information on the dispute between the Czech Republic and Saluka; Section IV delineates certain desirable characteristics of a well-reasoned award and finds that the tribunal was successful in fulfilling the reasons requirement in the sec- tions on jurisdiction, fair and equitable treatment, non-impairment, and full security and protection; Section V argues that the tribunal fell short of providing adequate reasons in the discussion of expropriation and of the so-called “put option.” Section VI highlights the benefits of a well-rea- soned arbitral decision by presenting changes in the parties’ negotiating positions after the release of the award; and Section VII concludes. II. THE CONTENT OF THE UNCITRAL REASONS REQUIREMENT The Saluka arbitration was conducted under the UNCITRAL Arbi- tration Rules of 1976, which contain a default provision requiring that the “arbitral tribunal shall state the reasons upon which the award is based, unless the parties have agreed that no reasons are to be given.”4 Because most of the contributions in this volume discuss cases from the International Center for the Settlement of Investment Disputes (ICSID), it is necessary to note that the UNCITRAL reasons requirement is simi- lar but not identical to its ICSID counterpart. The ICSID Convention requires that “[t]he award shall deal with every question submitted to the Tribunal, and shall state the reasons upon which it is based.”5 The ICSID Convention does not allow for a waiver of the reasons requirement (i.e., it is a mandatory, rather than a default pro- vision). Furthermore, Article 52(1)(e) of the ICSID Convention explic- itly lists a tribunal’s failure to state reasons as grounds for annulment of the award. By contrast, the UNCITRAL Rules allow for a waiver of the reasons requirement and do not prescribe a formal control mechanism (in the form of an ad hoc committee or otherwise) that could set aside an award based on a failure to state reasons. 4 UNCITRAL Arbitration Rules of 1976, adopted by the U.N. General Assembly on Dec. 15, 1976, 15 I.L.M. 701 (1976), art. 32(3) [hereinafter UNCITRAL Rules]. 5 Convention on the Settlement of Investment Disputes Between States and Nationals of Other States, ICSID (World Bank), opened for signature Mar. 18, 1965, 575 U.N.T.S. 159, art. 48(3) [hereinafter ICSID Convention] (emphasis added). 152 • The Reasons Requirement in International Investment Arbitration Despite these procedural differences, the actual content of the UNCITRAL and ICSID reasons requirements does not differ greatly in practice: it is highly unusual for parties to an UNCITRAL investor-state arbitration to waive the reasons requirement, so UNCITRAL awards, like ICSID awards, ought to contain reasons. Furthermore, in most cases the losing UNCITRAL party could challenge an award under lex arbitri, argu- ing that the failure to state reasons conflicts with public policy. One source of domestic law regarding international arbitration proceedings is the 1985 UNCITRAL Model Law on International Com- mercial Arbitration, which has been adopted (with or without modi- fication) in 48 countries and six U.S. states.6 The Model Law includes “public policy” as grounds for setting aside an award. Moreover, the Explanatory Note to the Model Law lists “serious departures from fun- damental notions of procedural justice” as against public policy. Thus, if the arbitration is in a country that has adopted the Model Law, and if a court of that country finds that a failure to state reasons is a “serious departure from fundamental notions of procedural justice,” the court could set aside a poorly reasoned award, much like an ICSID ad hoc com- mittee would. These provisions in the UNCITRAL Model Law function as an indirect control mechanism that mirrors, albeit imperfectly, the more specific set-aside provisions of Article 52(1)(e) of the ICSID Convention. The proceedings in Saluka illustrate the interplay between domestic laws governing international arbitration and the UNCITRAL Rules. The Saluka arbitration used Switzerland as its seat and was therefore governed by certain provisions of the Swiss Federal Code of Private International Law (CPIL), which applies to arbitrations seated in Switzerland.7 Article 180(2)(e) of the Code allows a domestic court to set aside an arbitral award, if it is not compatible with Swiss public policy (ordre public). As already noted, it is far from inconceivable that a failure to state reasons would be against domestic public policy. Thus, if the Saluka award did 6 U.N. Commission on International Trade Law, Model Law on International Commercial Arbitration, U.N. Doc. A/40/17, Annex I, available at http://www.unci- tral.org/pdf/english/texts/arbitration/ml-arb/MLARB-english_revised%2006.pdf. For a list of countries and territories that have adopted legislation based on the UNCI- TRAL Model Law, see http://www.uncitral.org/uncitral/en/uncitral_texts/arbitra- tion/1985Model_arbitration_status.html. 7 Bundesgesetz über das Internationale Privatrecht vom 18. Dezember 1987 [Federal Code of Private International Law], art. 176(1), available at http://www. admin.ch/ch/d/sr/2/291.de.pdf. The Award in Saluka Investments v.
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