A Lyon electronic components company receives, in February 2026, the draft framework supply contract of its new customer, a Korean equipment maker that centralises its purchasing from Singapore. The document runs to forty two pages. The last one, headed Dispute Resolution, runs to four lines: SIAC arbitration, seat in Singapore, one arbitrator, English language. The buyer explains that the clause is standard and not negotiable. The general counsel has it approved in an hour, because the rest of the contract took six weeks.
That clause takes, in the company’s place, six decisions that will govern the cost, the timetable and the scope of evidence in the future dispute. This page sets them out one by one, then deals with the commonest situation in practice, where the clause comes from the other side and the question is not how to write it but what to trade for it.
1. The law of the arbitration agreement, the line the standard clause leaves blank
This is the most technical decision, the most systematically omitted and the most consequential. An arbitration clause inserted in a contract governed by French law, with its seat in Singapore, may be subject to French law, to Singapore law or to a substantive rule. Three solutions, three possible outcomes on validity, scope and arbitrability.
The Singapore Court of Appeal takes a composite approach. Arbitrability is assessed first under the law governing the arbitration agreement, but a dispute that is arbitrable under that law and non arbitrable under Singapore law as the law of the seat cannot be referred to arbitration in Singapore (Anupam Mittal v Westbridge Ventures II Investment Holdings Pte Ltd [2023] SGCA 1, paragraph 55). In that case the arbitration agreement was governed by Singapore law while the main contract was governed by Indian law, and the divergence between the two systems on the arbitrability of shareholder disputes determined the outcome.
The French judge reasons differently. By virtue of a substantive rule of international arbitration law, the arbitration clause is legally independent of the contract containing it, and its existence and effectiveness are assessed according to the common intention of the parties, without any need to refer to a national law, subject to the mandatory rules of French law and international public policy, and unless the parties have expressly submitted the validity and effects of the arbitration agreement itself to a national law (Cass. 1re civ., 28 September 2022, no. 20-20.260). The final reservation is essential: an express choice prevails, and choosing the law of the contract does not carry with it the law of the clause.
Two systems, two methods, one remedy. The SIAC itself recommends that parties agree the law governing the arbitration agreement and has reserved a line for that purpose in its model clause. That line takes eight words to fill, and it is almost always left blank.
2. The number of arbitrators, and the clause that does not hold below the threshold
The rules provide that the tribunal consists of one or three arbitrators and that, failing agreement between the parties, a sole arbitrator is appointed, unless the Registrar decides that the dispute warrants a three member tribunal (SIAC Rules 2025, rule 19.1). Silence therefore favours the sole arbitrator, contrary to the intuition of most French drafters.
Stipulating three arbitrators is nonetheless not enough to obtain them. Below 1,000,000 Singapore dollars the streamlined procedure applies automatically and imposes a sole arbitrator, the parties being deemed to have agreed that this regime prevails over any inconsistent term of the arbitration agreement, including a clause providing for more than one arbitrator (rule 13.1 and Schedule 2, paragraphs 1 and 17). A clause negotiated to secure a three member tribunal therefore gives, below the threshold, a purely apparent guarantee.
Above the threshold, the cost differential remains the dominant criterion. On a 5,000,000 Singapore dollar dispute, the maximum institutional burden moves from about 169,000 dollars with a sole arbitrator to about 429,000 dollars with three, before counsel’s fees. Three arbitrators are justified where the stakes are high, where the dispute mixes law and technique, or where the counterparty is a State. They are not justified because the clause was copied.
3. The language, and the fate of documents in French
The parties agree the language and, failing that, the tribunal determines it (rule 37.1). The Registrar or the tribunal may order a party to produce a translation of any document in another language (rule 37.2). Choosing English is almost always right in an Asian contract, but it is not neutral: it determines the language of the exhibits, and therefore the cost of translating French technical, accounting and contractual documentation.
On an industrial supply case, the relevant body of documents consists of purchase orders, test reports, acceptance minutes, internal exchanges and commercial correspondence, all in French. Having them fully translated by a sworn translator regularly costs tens of thousands of euros, incurred before the first hearing.
The remedy is one sentence added to the clause: the proceedings are conducted in English, but documents in French may be produced without translation, the tribunal retaining the power to order one where it considers it necessary. That stipulation is routinely accepted by Asian counterparties, who see it as a concession of form, when it changes the economics of the case.
4. Excluding, or accepting, the procedures that trigger themselves
The 2025 rules lend themselves to exclusion on two points, and for a company that cares about document production and witness evidence those two lines are the most important in its clause. The parties may exclude in writing the application of the streamlined procedure (rule 13.3) and of the expedited procedure (rule 14.4).
Exclusion is not always desirable, and that is where drafting ceases to be mechanical. It is called for where the contract is liable to generate technical disputes of moderate value but high evidential intensity, which describes industrial supply, conformity warranties and maintenance exactly. It backfires where the French party will structurally be the claimant for payment: in that case a documentary award in three months at capped cost is precisely what it needs.
One precaution is nonetheless required for anyone who lets the streamlined procedure operate. The threshold is assessed on claims and counterclaims combined, before the tribunal is constituted. A counterclaim quantified at one hundred thousand dollars by a well advised opponent tips the case into the ordinary procedure, with a sole arbitrator already appointed, chosen for a documentary dispute and now seised of a technical one. The question to ask is therefore not the likely amount of the claim, but the amount of the plausible counterclaim.
5. The option for the Singapore International Commercial Court
The SIAC model clause contains an optional stipulation, in square brackets, by which the parties agree that any court proceedings in Singapore under the International Arbitration Act 1994 shall be brought before the Singapore International Commercial Court and, in any event, heard by it. It is almost always deleted through inattention, although it costs nothing to obtain.
The SICC derives its jurisdiction in international arbitration from the statute, which gives it proceedings relating to international commercial arbitration that the General Division may hear under that Act (Supreme Court of Judicature Act 1969, section 18D(2)(a)), and it applies its own procedure (SICC Rules 2021, Order 23). Its bench includes international judges, it admits foreign counsel to argue points of foreign law, and its decisions are written for non Singaporean users.
For a French company that may have to resist an application to set aside brought by a local opponent, that is a real advantage. The SICC’s procedural guide indeed uses, as orientation criteria, the absence of a Singaporean party and a value of the dispute or award of at least 10,000,000 Singapore dollars, which situates the kind of case the option is designed for.
6. The same clause throughout the contractual chain
An industrial transaction never sits in a single document. There is the framework contract, the implementing orders, the parent company guarantee, the confidentiality agreement, sometimes a maintenance contract and two amendments. Each is signed on a different date, often by different people, and the dispute resolution clauses diverge without anyone noticing.
The penalty falls when the dispute arises. Consolidating several arbitrations requires, absent agreement of all parties and absent identity of arbitration agreements, that the agreements be compatible and that the disputes arise out of the same legal relationship, out of a principal contract and its ancillary contracts, or out of the same transaction or series of transactions (rule 16.1). The word compatible carries the whole weight of the provision. A framework contract providing for three arbitrators and a maintenance contract providing for a sole arbitrator cannot be consolidated, any more than a seat in Singapore and a seat in Hong Kong.
The company then finds itself funding two or three parallel proceedings on the same facts, each bearing its own filing fee and its own arbitrator fees, with the risk of irreconcilable awards. The remedy is one of drafting, not procedure: a single clause, reproduced word for word in every instrument of the same transaction, including those the operational teams sign without reading.
7. The six trades that are made when the clause comes from the other side
Most French companies do not draft the clause in their Asian contracts: they receive it, with a recommendation to accept it as it stands. Refusing arbitration is almost never practical, since the Asian buyer will no more accept the jurisdiction of a French commercial court than the French seller would accept a local court. The work therefore consists in trading, and six trades are commonly made.
The first is the seat against the governing law: conceding Singapore as the seat while obtaining French law, or a neutral law, for the merits, since the seat governs only procedure and review of the award (rule 36.1). The second is the number of arbitrators against the evidential regime: giving up three arbitrators, which the rules do not grant by default anyway, in exchange for express exclusion of the streamlined procedure. The third is language against exemption from translation. The fourth is acceleration against calendar certainty, the counterparty in a hurry accepting contractual long stop dates or an undertaking on the arbitrator’s profile.
The fifth is a tiered clause against delay. A mediation condition precedent delays arbitration, which displeases the creditor, but the joint Arb Med Arb protocol of the SIAC and the Singapore International Mediation Centre allows the mediated settlement to be recorded in a consent award (rule 43.2), which travels under the New York Convention where a mediation settlement enjoys, in France, no treaty enforcement regime. The sixth is confidentiality against publication: the rules make publication of an anonymised award subject to the written consent of all parties (rule 60.1), and refusing that consent in advance is an easy concession to obtain from a counterparty mindful of its reputation.
8. The four points that are not traded
The law applicable to the arbitration agreement is never left blank, for the reasons set out above. The stipulation takes eight words and it decides the fate of the clause before the Singapore judge as before the French one.
Uniformity of the clause throughout the contractual chain is no more negotiable, because it conditions consolidation (rule 16.1). It is a point the counterparty generally accepts without discussion, because it costs nothing, and that the French party forgets to ask for because it is invisible.
The ability to apply to a national court for interim relief is always preserved. The rules expressly recognise it and state that such an application constitutes neither a breach nor a waiver of the arbitration agreement (rule 45.2), and French law opens it so long as the tribunal is not constituted (code of civil procedure, article 1449, through article 1506). A clause excluding it deprives the client of the only fast tool available against assets located in France.
Unilateral option clauses, finally, by which one party alone chooses between arbitration and the courts, call for particular care. Their validity varies with the laws in play and the question is not settled uniformly. A French company offered such a stipulation should know that it is negotiating an asymmetry, not a convenience.
None of these six trades has a correct answer in the abstract. The same concession that protects an exporter disarms a subcontractor, and the threshold that gives a creditor an award in three months prevents a supplier under attack from demonstrating anything. Three diagnostics govern the direction of each concession: the position the client will occupy in the future dispute, claimant for payment or respondent to a technical allegation, the location of the counterparty’s assets, and the nature of the evidence on which the demonstration depends. The clause is negotiated contract by contract, and during the only window in which the company still has bargaining power, which is before signature.
Frequently asked questions
Which law should govern the arbitration agreement in a contract governed by French law
The two defensible answers are Singapore law, aligning on the seat, or French law, aligning on the contract. The choice depends on the arbitrability of the disputes liable to arise, which the Singapore judge assesses under the law of the clause and under the law of the seat (Anupam Mittal v Westbridge Ventures II Investment Holdings Pte Ltd [2023] SGCA 1). What is not defensible is leaving the line blank: the French judge will then apply a substantive rule and the Singapore judge its own method, with two possible outcomes.
How do you exclude the SIAC streamlined procedure
By a sentence written into the clause, the rules expressly providing that the parties may exclude the application of rule 13 by written agreement (rule 13.3). The usual wording states that the parties exclude the application of the streamlined procedure under rule 13 of the rules. The same option exists for the expedited procedure (rule 14.4). Without that sentence, a clause stipulating three arbitrators and a full evidential process has no effect below 1,000,000 Singapore dollars.
Can our framework contract and its implementing orders carry different clauses
They can, and that is precisely what must be avoided. Consolidating several arbitrations requires, absent agreement of all parties, that the arbitration agreements be compatible (rule 16.1). Clauses diverging on the number of arbitrators, the seat or the institution make consolidation impossible and force several parallel proceedings on the same facts, each with its own filing fee and fees, with a risk of irreconcilable awards.
Should a unilateral option clause be accepted
It calls for particular care. A clause reserving to one party alone the choice between arbitration and the courts creates a lasting procedural asymmetry, and its validity varies with the laws in play, the question not being settled uniformly. Before accepting it, you must measure what the option will allow the counterparty to do, and negotiate at the very least reciprocity or a concession on another point of the clause.
Can a mediation condition precedent be agreed without weakening enforcement
Yes, by using the joint Arb Med Arb protocol of the SIAC and the Singapore International Mediation Centre. The mediated settlement is recorded in a consent award (rule 43.2), which travels under the New York Convention. The detour is not cosmetic: France is neither a signatory nor a party to the Singapore Convention on Mediation, in force since 12 September 2020, so a mere mediation settlement concluded in Singapore enjoys no simplified enforcement regime in France.