Discussion On The Application Of The "Group Of Companies Doctrine" Regarding To The Extension Of The International Commercial Arbitration Agreement

With the globalization of international trade and the increasing complexity of international transactions,the contractual relationships have confronted an evolution and the parties in dispute and the content of dispute in the international commercial arbitration has been becoming increasingly complex.The current theory and practice of international commercial arbitration have witnessed the tendency of an extension of the arbitration agreement to the third party under certain circumstances.And the emergence of "group of companies",a new form of business organization,brings new content to the extension of the arbitration agreement,which subsequently resulted in the emergence of the "group of companies doctrine".According to this doctrine,the member(s)belonging to a group of companies,which did not sign the contract containing arbitration agreement but substantially participated in the negotiation,conclusion,performance or termination of the contract,could be bound by the arbitration agreement contained therein.This provides a new approach of extending the arbitration agreement to the non-signatories.Nevertheless,various countries hold different opinions towards this doctrine.In order to clarity the application of the "group of companies doctrine" regarding to the extension of the arbitration agreement,this dissertation will,based on the summarization of plenty of case laws and authorities,conduct analysis as follows:Chapter One of this dissertation is going to clarify the concept of "group of companies" at the first place,then discuss the origin and the historical development of the"group of companies doctrine" and ascertain the current status of this doctrine.Chapter Two will try to analyze and summarize the conditions for the application of the doctrine,including the existence of a group of companies which constitute the same economic unit,the substantial participation of the non-signatory in the contract containing arbitration clause,and the common intention of the parties to arbitrate.Chapter Three is going to make a comprehensive comparison between the "group of companies doctrine" the "piercing the corporate veil doctrine" in order to illustrate the peculiarities of the "group of companies doctrine".Chapter Four will summarize several countries’ attitude towards the doctrine and the application situation of so as to make sure its current application status in the practice of international commercial arbitration.On the basis of all the aforementioned analysis and summarizations,Chapter Five of this dissertation will demonstrate how China should react to the doctrine both in the perspective of legislation and practice,hoping that all the analysis can do some favor to the development of the theory and practice of Chinese arbitration.