CLIENT ADVISORY MEMORANDUM
Subject: Key International Law and Arbitration Developments for June 2025
For: Corporations, Sovereign Entities, Advisors, Cross-Border Investors and Treaty Counterparties
Prepared by: Senior Counsel with more than fifty years of legal practice
OVERVIEW AND CONTEXT
June 2025 produced important rulings affecting two areas of international dispute resolution: investor state arbitration under bilateral investment treaties (BITs) and judicial review of arbitral jurisdiction, and commercial arbitration including annulment standards under French law. These developments strengthen investment protection while clarifying the limits of annulment and the meaning of a protected investment.
I. Ras Al Khaimah Investment Authority v. Republic of India
High Court of England and Wales, Commercial Court, 20 June 2025
A. Facts and Procedural History
Ras Al Khaimah Investment Authority (RAKIA), the sovereign investment authority of an emirate of the United Arab Emirates, invested in an alumina and aluminium project in Andhra Pradesh, India, through a joint venture company. The project relied on a bauxite supply agreement between a state owned enterprise, Andhra Pradesh Mineral Development Corporation Ltd., and the joint venture company. After environmental and political opposition developed, the Government of Andhra Pradesh cancelled this supply agreement, damaging the project.
RAKIA commenced UNCITRAL arbitration under the 2013 India UAE BIT, asserting treaty breaches including denial of fair and equitable treatment and effective expropriation. In 2022, the arbitral tribunal dismissed the case for lack of jurisdiction, holding that the challenged governmental measures applied only to the Indian joint venture company.
On 20 June 2025, the Commercial Court exercised its authority under section 67 of the Arbitration Act 1996 and overturned the tribunal’s finding. The Court restored the arbitration and remitted the dispute for determination on the merits.
B. Legal Reasoning and Holding
- Investment under the BIT
The Court adopted a broad interpretation of what qualifies as an investment under the treaty. Shares, capital contributions, and pledged rights held by RAKIA were held to fall within the definition of a protected investment. - Direct application of state measures
The Court rejected the tribunal’s narrow view that state measures must be directed specifically at the foreign investor. It found that measures that undermine the economic viability of the investment have a direct effect on the investor regardless of the formal target of the act. - Judicial review under section 67
The Court explained that jurisdictional determinations are subject to de novo review. The tribunal’s restrictive and technical reasoning was incompatible with the Vienna Convention on the Law of Treaties, particularly the requirement of good faith and purposive interpretation. - Return to arbitration
The case was remanded to the tribunal for determination of liability and damages.
C. Client Implications
Investors benefit from a wider range of protected investments, including shareholding structures and capital contributions. States must carefully evaluate regulatory decisions that indirectly affect foreign investors. Arbitration practitioners should note the willingness of English courts to correct overly technical interpretations of treaty jurisdiction.
D. Risks and Notes for Counsel
States may respond by reconsidering treaty commitments. Investors should anticipate potential jurisdictional objections and structure investments with clear treaty protection. Enforcement in certain jurisdictions may still present challenges.
II. Wingstop Franchising LLC v. B Wing and Flight 83
Court of Appeal of Paris, 3 June 2025
A. Facts and Procedural History
Wingstop Franchising LLC, a United States based company, entered into a 2017 franchise agreement with two French companies for exclusive development rights in France. The franchisees failed to meet their development obligations. Arbitration under the LCIA rules resulted in a partial award on liability in September 2023 and a final award on quantum in October 2024.
The French franchisees sought annulment of the award before the Paris Court of Appeal under article 1520 of the French Code of Civil Procedure, arguing among other things that the arbitrator failed to decide their counterclaim for damages, which they characterized as an omission to rule.
On 3 June 2025, the Court of Appeal rejected the annulment request.
B. Legal Reasoning and Holding
- Scope of arbitral mandate
The arbitrator’s mission is determined by the claims presented by the parties. The Terms of Reference do not strictly limit the tribunal’s authority. An omission to decide a claim, even if it occurs, is not a ground for annulment under French law. - Substantive review of the alleged omission
The Court found that the arbitrator had addressed the counterclaim by rejecting it as untimely and insufficiently proved. There was therefore no omission to rule. - Finality of awards
French courts continue to give strong effect to arbitral awards and limit judicial interference.
C. Client Implications
Parties selecting France as the seat of arbitration can expect strong finality. Tactical annulment applications based on alleged omissions are unlikely to succeed. Arbitrators benefit from reassurance that awards will not be overturned for minor procedural concerns.
D. Risks and Notes for Counsel
A party whose counterclaim is overlooked might not obtain relief, because French annulment law offers limited recourse. Counsel should ensure that all claims and counterclaims are clearly presented and documented during proceedings.
III. Comparative Observations
- Investor protections were strengthened by judicial willingness to interpret BITs broadly.
- Courts in pro arbitration jurisdictions, including England and France, continue to restrict annulment and protect the finality of awards.
- Treaty interpretation remains guided by the Vienna Convention on the Law of Treaties, requiring purposive rather than technical analysis.
IV. Strategic Guidance for Clients
Investment planning
Clients should structure cross border investments so that shareholdings, capital injections, and associated contractual rights are clearly documented as treaty protected assets.
Treaty and contract drafting
Definitions of investment and dispute resolution provisions should be drafted with clarity and with potential regulatory measures in mind.
Arbitration strategy
Clients should select arbitration seats with predictable judicial review. In France, annulment is narrowly confined. In England, jurisdictional rulings remain reviewable but are evaluated in accordance with mainstream methods of treaty interpretation.
V. Conclusion
June 2025 reinforces a global trend in favor of robust international arbitration and strong protection for cross border investors, while maintaining limited grounds for annulment. These developments should guide corporate counsel, sovereign legal teams, and transaction lawyers in structuring investments and drafting agreements.
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