Discovering non Sample Clauses

Discovering non signatory intent Now that the reasonable assumption of the signatory parties’ intent has been established in the case at hand, the thesis moves on to assess whether the non-signatory beneficiary may be deemed to have consented to arbitration. Since the non-signatory has not been present in drafting the arbitration clause or the underlying agreement, its intent shall be assessed in the light of its subsequent conduct and, absent any proof of such, reasonable expectations and presumptions concerning a normal person in a similar situation. These considerations determine whether the non-signatory may be regarded to have consented impliedly. The circumstances in KKO 2013:84 offer little help for this assessment in terms of non- signatory conduct. Other than disagreeing on the jurisdiction of the arbitral tribunal after the dispute had arisen, which naturally cannot be taken into account, the non-signatory’s conduct only includes the apparent acceptance of the right of redemption granted to it in the underlying agreement and invoking the right after it had been breached by the signatory party. This apparent acceptance may be deduced from the very fact that the non-signatory invoked the right in a court of law. Moreover, the acceptance may be pinpointed to the moment when the non-signatory became aware of the benefit granted to it, assumingly when the signatories informed the non-signatory of the right. The timing becomes relevant in discussing the offer-reply mechanism below. As the acceptance of the right of redemption by the non-signatory is undisputed, the next step is to determine the conditions under which the benefit has been accepted. Since there are no other indications in the non-signatory’s conduct as to its intent, the grounds for the assessment must be looked for elsewhere. In this case, the attention again turns to objective interpretation, the “reasonable person” and the justified presumptions accordingly with the customary practice and trade usages.