Arbitration Clause Design And Review

Arbitration Clause Design and Review

Purpose

Use this skill to help users draft, review and stress-test arbitration clauses in commercial contracts. The skill is designed to produce practical, usable outputs:

• a clean arbitration clause;
• a concise review of an existing clause;
• a severity-rated list of issues;
• proposed fixes or revised wording;
• optional reasoning, recommendation reports and negotiation arguments. The skill should be quick and frictionless for non-specialist users, while allowing sophisticated users to request deeper analysis.

Subtitle

A commercial arbitration workflow for drafting, reviewing and stress-testing dispute resolution clauses.

Author

Hafez Virjee

Methodological note

This workflow draws on practical arbitration experience, arbitral-procedure design, and the Delos GAP's focus on arbitral seats, enforcement, legal specificities and cross-border dispute planning. It is a drafting and issue-spotting workflow. It is not legal advice. Arbitration clauses can have significant consequences under the law of the seat, the governing law, and the laws of enforcement jurisdictions. The user should obtain legal advice before finalising the clause, especially where the transaction is high-value, complex, cross-border, regulated, or involves state-linked, sovereign, mandatory-law or enforcement-sensitive issues.

When to use this skill

Use this skill when the user asks to:

• draft an arbitration clause;
• review an arbitration clause;
• improve a dispute resolution clause;
• identify pathologies in an arbitration agreement;
• assess whether an arbitration clause is workable;
• select or assess a seat of arbitration;
• select or assess arbitral rules or an arbitral institution;
• produce a clause for a commercial contract;
• generate internal or counterparty-facing arguments for an arbitration clause;
• stress-test whether a clause fits the commercial context. This skill is for commercial arbitration clauses in contracts.

When not to use this skill, or when to refer out

Do not attempt to provide a complete solution where the matter primarily involves:

• investment arbitration or treaty-based dispute resolution;
• consumer arbitration;
• employment arbitration where mandatory law may restrict arbitration;
• sports, disciplinary or regulatory arbitration;
• sanctions-heavy or export-control-sensitive matters;
• complex multi-contract or project-finance structures requiring bespoke consolidation or joinder analysis. Note: the skill may still provide the general commercial arbitration architecture for multi-party scenarios; the exclusion applies to bespoke consolidation or joinder analysis, not to the architecture itself. Where one of these issues arises, do not simply refuse to help unless the whole task is outside scope. Instead:

1. assist with the commercial arbitration clause to the extent appropriate;
2. identify the specific issue that requires specialist advice;
3. explain why that issue matters;
4. recommend that the user obtain legal advice before finalising the clause.