If, for any reason, the majority seller and the prospective parent are unable to resolve a dispute, which results from a notice of a request for sale pursuant to Section X or a compliant book pursuant to Section Y of this statement, and who, within five (5) working days from the delivery of such a sales notification or notification of a complaint, may continue to attempt to resolve this dispute, or one of them may, at any time, initiate binding arbitration proceedings in accordance with the commercial arbitration rules of the American Arbitration Association („AAA“) to resolve this dispute (…) There is nothing to prevent you from inserting a clause that simultaneously confers exclusive jurisdiction on two states, which may be preferred if the contracting parties reside in different jurisdictions and it is not possible to reach an agreement on the preferred national jurisdiction. One way to do so would be to explain that if Part A attacks Part B, Court A is competent and If Part B has sued Part A, Court B should have jurisdiction. If this is the case, it is important to ensure clarity during development, so that the intent is clear. „With respect to all disputes arising from or related to the contract (… Contract description …) The mediation/conciliation procedure is carried out according to the mediation/conciliation rules of the German Institution for Arbitration (DIS), which is in effect on the day of the start of the conciliation/conciliation procedure. Whether or not an exclusive jurisdiction clause is used depends on the facts of this case. For example, in a share purchase agreement, a seller will probably prefer an exclusive jurisdiction clause, since the seller is the most likely party sued, and he may want certainty of where it will be. The risk of being sued in foreign courts with uncertain jurisdiction is not attractive. On the other hand, in a contract to purchase shares, the purchaser may wish for a non-exclusive jurisdiction clause in order to be sure that he can bring an action before the English courts (or the courts, regardless of the jurisdiction chosen) and in the courts of any other jurisdiction in which the seller owns or may have assets. Akenhead J.A.
also gave more general guidance on the applicability of Fiona Trust`s principles in other adjudication cases and stated that, in all cases, under the Construction Act, the court should assume the same general assumption as the arbitration clauses: „that [Parliament] and the parties, as reasonable businessmen, probably intended that all disputes arising from the relationship they entered or purport to occur would be decided by the same jurisdiction.“ Regardless of what you choose, make sure that the jurisdiction clause clearly reflects your choice. If, for example, you refer your disputes to the exclusive jurisdiction of the English courts, use the word „exclusive.“13 If you opt for a non-exclusive clause and wish to become a simultaneous proceeding in a number of jurisdictions, make sure that the wording reflects that notion (see hybrid type clause below). If you wish to be able to take legal action in another unidentified jurisdiction, even after the other party has filed a legal action in the aforementioned court, it should also be specified in the drafting.