Argentina

1. In addition, an arbitration clause can be extended to a corporation or its shareholders when the
corporate form is used to commit fraud or other illegal acts (Article 54, Argentine Companies Act).

2. (Acerra, Nicolás Rubén v BAPRO Mandatos y Negocios y otro s/ organismos externos,

In this regard, the Commercial Court of Appeal held, in obiter dictum, that an arbitration agreement
could be extended exceptionally to a non-signatory party if one of the following doctrines applies:
agency, guarantor, direct benefit, assignment of the principal contract or debt, the succession of legal
persons, the merge of legal persons, or estoppel.

3. Companía de Aguas del Aconquija SA and Compagnie Generale des Eaux v Argentine
Republic ICSID ARB/97/3 (2000).

The Doctrine has been applied by arbitral tribunals in a number of cases to hold the State liable for
actions of its instrumentalities. In Companía and Compagnie Generale v Argentine Republic a
Concession contract was entered into by a French company and its Argentinian Province affiliate. The
tribunal impleaded the Republic of Argentina too, holding that the actions of States’ political
subdivisions are attributable to the central government. This shows that similar to a parent company
which controls and directs its subsidiary, a State that drives the actions of its entity can be joined as a
party to arbitration.

Australia

There is a limited exception concerning the court's power to grant a stay of domestic court
proceedings where there is a valid arbitration agreement. A person claiming "through or under" a
party to an arbitration agreement, but who is not a party to the arbitration agreement, can seek a stay
of court proceedings initiated by a party to the arbitration agreement (or alternatively, the person can
be forced to stay proceedings in favour of arbitration) (section 7(4), IAA)

The High Court of Australia has applied a broad interpretation to the phrase "through or under" the
domestic Commercial Arbitration Acts (CAAs) (Rinehart v Hancock Prospecting Pty Ltd [2019]
HCA 13 at paras 56-82 and Tanning Research Laboratories Inc v O'Brien (1990) 169 CLR 336).

Otherwise, the IAA contains a procedure for consolidation of arbitral proceedings (section 24, IAA;
see also, rules 16 and 18, ACICA Rules) and institutional rules may permit joinder of third parties
(for example, rule 17, ACICA Rules). A person who is not a party to the arbitration agreement can
also participate in the arbitration under the principles of subrogation, agency, novation or on
assignment of the right to arbitrate by a party to the arbitration agreement.
Malaysia

The International Arbitration Act contains a number of optional supplementary provisions in its First
Schedule. However, the First Schedule is mandatory in relation to arbitration agreements contained in
the constitution of global business companies (a specific type of company used in the offshore
corporate services sector). In such cases, a party can apply to the Supreme Court to determine, in the
exercise of its discretion, that a third party be joined in the arbitration proceedings where the third
party and the applicant party have consented to this in writing. In other cases, this depends on whether
the parties have opted to apply the First Schedule to their arbitration.

Mexico

A third party can only be joined to an arbitration if the arbitral tribunal has not yet been appointed and
that party expressly consents to being part of the arbitration. Consent is essential to subject a party to
arbitration. However, since Mexican law allows consent to be construed from a party's conduct, it is
not strictly necessary to have a signed agreement to bind a third party to an arbitration. If there is
enough evidence that the party consented to the arbitration, then that would be enough to bind it.

Peru

Article 14 of PAL

PAL regulates the possibility that the arbitral agreement, under specific circumstances (most of them
being recognised international case law), may bind non-signatory parties. This regulation is inspired
by the implied consent doctrine, applied by many judicial courts of leading arbitral jurisdictions. If the
circumstances arise, it may bind parties other than those who executed the arbitral agreement to be
incorporated to an arbitration proceeding. According to PAL’s Article 14, the arbitration agreement
may bind those whose consent to submit to arbitration may be determined in good faith by their active
and relevant participation as a party in the negotiation, execution, performance or termination of the
document that contains the arbitral agreement or to which this agreement is related. It also binds any
third party seeking to invoke rights or benefits from the contract, pursuant to its terms. This provision
is a prime example of PAL’s modernity and adaptability to the international arbitral landscape.

Poland

1. If a claim or right arising under the contract (which was subject to the arbitration agreement) is
transferred to a third party, then such third party is also bound by the arbitration agreement.
(Judgment of the Supreme Court dated 3 September 1998, case ref. I CKN 822/97).

2. If a contract grants a benefit to a third party (which is subject to an arbitration agreement), then the
third party enforcing such benefit is bound by the arbitration agreement. (Art. 393 § 1 and § 2 of the
Polish Civil Code).
3. An arbitration agreement contained in the articles of association of a company binds its
shareholders (even those who did not sign the articles of association but joined the company later) in
relation to disputes concerning the company (Article 1163 § 1 CCP).

Spain

Arbitration Rule of Spain

Article 20 THIRD-PARTY INVOLVEMENT

1. Before the arbitral tribunal is constituted, the Court may, upon request from any of the parties or by
a third-party and having heard submissions from all of them, admit such third-party’s involvement in
the arbitration, if all parties including the third-party so agree in writing, or if this is permitted by the
arbitration agreement, subject to a reasoned evaluation of the third-party’s relationship to the
proceedings. The involved third-party shall participate in the appointment of the arbitrators in
accordance with the preceding sections.

2. After the arbitral tribunal has been constituted, the Court may, upon request by any of the parties or
by a third-party, and after having heard submissions from all of them, admit such third-party’s
involvement in the arbitration if all parties including the third-party so agree in writing. It shall be
understood that, with its acceptance, the involved third-party waives its rights to participate in the
appointment of the arbitrators.

China

A party that is not a signatory to the arbitration agreement can be bound by it where:
 A company is merged or divided or an individual dies. The arbitration agreement concluded
by the company or the individual will be binding on its/their successor unless the original
parties to the arbitration agreement agree otherwise.
 Obligations and rights are assigned. An arbitration agreement will be binding on an assignee
unless the parties agree otherwise, or the assignee specifically objects or is unaware of the
existence of the separate arbitration agreement.
 An insurance company explicitly accepts an arbitration clause agreed by the insured. The
insurance company is then bound by the arbitration agreement in the subrogation suit arising
out of the contract incorporating the arbitration agreement. There are also views that the
insurance company will be bound by the arbitration clause unless it objects to it or is unaware
of the existence of the arbitration clause.
 The bill of lading holder explicitly accepts the charter party arbitration clause incorporated
into the bill of lading. Then the charter party arbitration agreement incorporated into the bill
of lading is binding on the bill of lading holder.
 The arbitration agreement is entered into by or in the name of the agent. Whether the
arbitration agreement binds the principal will be determined considering all the evidence and
circumstances. In several arbitration cases applying Articles 402 and 403 of the Contract
Law (regarding agent concluding a contract in agent's own name), the tribunals concluded
that a sales contract and its arbitration clause contained in it would bind the principal even
where only the name of the agent appeared on the contract.
 Under the Draft Amendment to Arbitration Law On 30 July 2021, the Ministry of Justice
of the People’s Republic of China (MoJ) published the Arbitration Law of the People’s
Republic of China (Amendment) (Draft for Comments) (Draft Amendment to
Arbitration Law), the arbitration clause of the main contract is binding on the parties to the
collateral contract and prevails over any conflicting dispute resolution clause in the collateral
contract. The Draft Amendment to Arbitration Law also provides that in a derivative action, a
company shareholder or a limited partner can avail themselves of the arbitration agreement to
which the company or the partnership is a party. Whether or not these amendments will be
finally adopted, they may have to some extent reflected the position endorsed by the courts in
practice.

Cyprus
Third parties or non-signatories to an arbitration agreement can be bound by the agreement by
operation of the group of company’s doctrine. Under this doctrine, obligations and duties deriving
from an arbitration agreement between two parties can also in some circumstances bind other
members of the same group of companies or by operation of the general principles of private law,
such as assignment of a contract, agency, and succession.

Further, third parties can participate in domestic and international arbitrations, as they can be
summoned to appear before the tribunal for the purposes of testifying or producing documents.
However, it is not possible to force someone to produce any documents in an arbitration
proceeding that they would not be compelled to produce at trial.

Greece
An arbitration agreement is binding upon third parties in cases of assignment, assumption of debt,
succession, merger or other types of corporate transformations, and subrogated claims. Also in
rare cases in which the piercing of the corporate vail is found to be justified a shareholder may be
bound by the arbitration agreement concluded by the legal entity. Under similar substantive law
grounds, the arbitration agreement may be deemed binding upon non-signatory companies of the
same group. These however are to be understood as exceptional cases. Greek case law confirms
this assessment.
Awards rendered in domestic or international commercial arbitral proceedings having their seat in
Greece produce immediately res judicata effect and enforceability (article 896 para. 2 GrCCP,
article 35 para. 2 L. 2735/1999). GrCCP provides for specific instances in which a state court
decision produces effects (res judicata, enforceability) against or in favor of third parties. The same
provisions apply also with regard to arbitral awards.

As regards foreign arbitral awards on the basis of the prevailing “theory of extension” the res judicata
effect of the award is controlled by the law of the place where the award was made. This effect is
“extended” as it stands to Greece as the place of enforcement.

As regards the second question, the following clarification must be made: The petition for recognition
and enforcement of foreign awards is tried under the rules set forth in articles 739 et seq. GrCCP
controlling the so called “non-contentious proceedings” which do not follow closely the adversarial
model which presupposes the existence of a plaintiff and of a defendant in any event. A request in
“non-contentious proceedings” in general does not need to be addressed against an opposing party.
For that reason, the applicable rules do not provide a definite answer on whether the award debtor
shall be named defendant and/or summoned to the proceedings. The existing case law is contradictory
whereas in legal literature the prevailing view is that the award debtor shall be summoned to the
proceedings under the NY Convention in order to be able to raise the defenses there provided as
means of resisting the recognition and enforcement of the award. In the context of this controversy,
those who purport the view that the award debtor shall not be named defendant nor summoned to the
proceedings necessarily treat him as “third party” in order to allow him to bring afterwards a third-
party-challenge under article 583 GrCCP against the decision rendered. The same holds true as
regards not summoned third parties which are bound by the res judicata effect of the award. As
regards third parties to the arbitration proceedings per se, which are not bound by the res judicata
effect of the award but are nevertheless otherwise adversely affected by it, the question whether they
are allowed to bring a third-party-challenge under article 583 GrCCP is disputed. As noted above a
similar issue is posed with regard to the award itself, i.e. it is disputed whether said third parties are
allowed to bring a third-party-challenge against the award per se (reference is made obviously to
awards made in Greece either in domestic or international commercial arbitral proceedings).
However, the question in the context discussed here is somewhat different in the sense that the third-
party-challenge is not brought against a foreign award (such a challenge would not be governed by
Greek law and would not be tried by Greek courts) but against the decision recognizing and declaring
it enforceable. Hence, it seems that such a remedy under article 583 GrCCP which generally allows
third party challenges against court decisions may not be precluded as a matter of principle, assuming
always that legal standing exists.
Mauritius

The International Arbitration Act contains a number of optional supplementary provisions in its
First Schedule. However, the First Schedule is mandatory in relation to arbitration agreements
contained in the constitution of global business companies (a specific type of company used in the
offshore corporate services sector). In such cases, a party can apply to the Supreme Court to
determine, in the exercise of its discretion, that a third party be joined in the arbitration proceedings
where the third party and the applicant party have consented to this in writing. In other cases, this
depends on whether the parties have opted to apply the First Schedule to their arbitration.

Japan

there is a case in which the Japanese lower court found that an arbitration agreement entered into by a
company extends to individuals closely associated with that company, such as the representative
director of the company, to resolve the related disputes in a unified manner (Nagoya District Court,
dated 27 October 1995, Kaijiho Kenkyukaishi No. 150, p. 34).