Guimarães Court of Appeal
Case No. 3501/24.1T8BRG-A.G1
Date: 18 December 2024
Link to DGSI website HERE
Keywords: State Court Jurisdiction | Objection | Interpretation Arbitration Agreement | Assignment of Contract
Summary:
I. When an action is brought before state courts and the plea of breach of an arbitration agreement is raised, the judge may only declare it in cases of manifest nullity, ineffectiveness, or inapplicability of the arbitration agreement, and consequently dismiss the plea.
II. An arbitration agreement is subject to the general rules of interpretation of juridical acts, under Articles 236 and 238 of the Civil Code and Article 2(1) of the Portuguese Arbitration Law, and must be construed according to the meaning that would be attributed by a normally diligent, astute, and experienced person, in light of the wording of the declaration and all the circumstances within the addressee’s concrete horizon — that is, in light of what the addressee in question knew and could reasonably be expected to know.
III. In the case of an assignment of contractual position, the arbitration clause benefits and is opposable to the new holders of the assigned relationship, while continuing to benefit and bind the original parties to that relationship, insofar as the substantive rights that such clause configured in its procedural dimension have not ceased to exist between those parties.
IV. In the specific case, the right of action shaped by the inclusion of the arbitration clause in the statutes of a corporate grouping, for a reasonable addressee placed in that position, considering the wording of the clause and the rest of the statutes, could only be understood as applying to relations and disputes between members of the grouping and within that substantive dimension. It is therefore manifest that the present dispute does not fall within the scope of the arbitration clause contained in the statutes of the ACE, since the Plaintiff is not, and was not at the time of the action, a member of the grouping.
V. Accordingly, that procedural dimension only made sense when paired with that substantive dimension, which in the present case ceased to exist; upon ceasing to be a member of the grouping, the substantive component that justified the procedural dimension and the existence of the statutory arbitration clause also ceased.
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