FACTS FLOWCHART

INTRODUCTION TO THE PARTIES

CLAIMANT (ElGup plc) RESPONDENT SOUTHERN COMMODITIES

(JAJA Biofuel)

Based in Mediterraneo Based in Equatoriana Based in Ruritania

Producer of RSPO- certified Producer of biofuel Engaging in all kinds of

Palm oil and Palm Kernel Oil commodities and their derivatives

Parent Company of JAJA Biofuel

after the acquisition in 2018

CONTRACTUAL ARRANGEMENT BETWEEN CLAIMANT AND SOUTHERN

COMMODITIES

PERSONS INVOLVED FOR BOTH PARTIES

(CLAIMANT) MR. JAMES CHANDRA SOUTHERN COMMODITIES (MS. BHUPATI)

2010-2018: Head of Sales of Claimant Till 2018: Worked for Southern Commodities
From June 2018: COO of Claimant

SCHEME OF ARRANGEMENT

2010-2018: Contracts were concluded between the parties for the sale and purchase of
PALM KERNEL OIL. Every year around 4-5 contracts were concluded for the said product,
one large contract at the beginning with subsequent smaller contracts.

OFFER
Enquiry by Ms. Bhupati about the prevailing price and other conditions.
Order sent to Claimant with the purchase price.

ACCEPTANCE
Acceptance by James Chandra of the requested price.
Preparation of the necessary contract document and sending the same to
Bhupati.
Bhupati was required to send back a signed version of the contract
documents

SYNOPSIS
 DATE EVENT REFERENCE

28/03/2 Mr. Chandra met Ms. Bhupati at the Palm Oil Summit Statement of facts, para
0 where Ms. Bhupati made an offer to purchase the entire 4, p.5
production of palm oil from Claimant from 2021
onwards for five years.

1/04/20 Ms. Bhupati sent an email ordering 20,000t of RSPO- Claimant Exhibit 2, p.12
certified palm oil.

8/04/20 Mr. Rain prepared the important contractual Claimant Exhibit 3, p.13
documents.

9/04/20 Mr. Rain sent the contract signed by Mr. Chandra to Claimant Exhibit 4, p.
Ms. Fauconnier. 17

3/05/20 Ms. Fauconnier contacted Mr.Rain to set up a meeting to Statement of facts, para
discuss issues concerning the letter of credit. 8, p.5

During their call, Mr. Rain reminded Ms. Fauconnier to

return the signed version of the contract.

29/10/2 Claimant learned from an article that Respondent has Claimant Exhibit 6,
0 stopped all the negotiations with the claimant concerning p.19; Statement of facts,
the delivery of palm oil and immediately called Ms. para 10, p.6
Bhupati to clarify the issue.

30/10/2 Claimant received a letter from Ms. Youni Lever Claimant Exhibit 7, p.
0 specifying termination of any further negotiations. 20

3/11/20 Ms. Bhupati returned Mr. Chandra’s call and offered to Statement of facts, para
discuss the issue with the Respondent's COO. 11, p.6
14/07/2 Notice of Arbitration was served by the Claimant Notice of Arbitration,
1 p.4

14/08/2 Respondent’s reply to Notice of Arbitration Response to Notice of

1 Arbitration, p.25

MISCELLANEOUS TERMS:

Contract Template used: Always FOSFA/PORAM 81 contract form. The agreed terms on
shipping and insurance included in this form.

Signed version of the Contract: In majority of the cases, it was sent but at least in 5 cases, the
signed version was not sent, but the contract was subsequently performed by the Southern
Commodities.

GCS:

 2011: The GCS was sent to the Southern Commodities in October 2011. At this time,
the Contract Template and the GCS, both contained the arbitration clause from the
FOSFA/PORAM 81 template, which provided for arbitration under the rules of
commodity arbitration institution.

 2016: The arbitration clause was changed to the one provided under the AIAC
Institutional Rules. Thus, the arbitration clause was removed from the Contract
template and only provided in the GCS.

 This change in the arbitration clause was informed to Ms. Bhupati orally on phone by
James Chandra during the negotiations of the first contract for 2016.

 The 2016 version of GCS was sent or not to the Southern Commodities is an uncertain
fact.

 While sending the contractual documents to Southern Commodities, the GCS were not
additionally attached because they were already known to the Southern Commodities.
But in the accompanying email, it was always written that GCS would apply.

Conclusion of arbitration agreement can happen through various ways:

Through exchange of telex, through exchange in statement of claim and defence

And also via incorporation through reference to an arbitration agreement contained in another
document.
Thus, it contains both form requirements and in addition, the requisite for establishing consent of
the parties to the AA.

Form requirements automatically give rise to the question as to whether there was a consent given
by the parties or not to submit to arbitration.