Litigants take heed: it is unwise to assume that institutional or legislative changes will not affect how Courts interpret your agreements.
This was the situation in InFrontier AF LP v. Rahmani,, where the Ontario Superior Court of Justice recognized and enforced an arbitral award issued in Dubai.
In the underlying matter, the parties’ entered into a loan agreement in 2020 which required arbitration under the “DIFC-LCIA Rules or such amended version… adopted hereafter.” In 2021, Dubai enacted Decree No. 34, abolishing the DIFC Arbitration Institute and transferring its functions to the Dubai International Arbitration Centre (DIAC). A dispute arose between the parties in 2022, for which the arbitration proceeded under the DIAC Rules.
In Ontario, the respondent opposed enforcement, arguing that the arbitration proceeded under rules that were not agreed upon by the parties. The Court rejected this and the respondent’s other grounds for opposition, holding that the DIAC Rules constituted a valid “amended version” of the DIFC-LCIA Rules. The Court also emphasized that the parties took no steps to opt out of the amendment resulting from the Decree.
In the international arbitration sphere, this decision underscores Ontario’s commitment to enforcing New York Convention awards, even when foreign institutional frameworks may change mid-stream.
This decision also offers a clear warning: arbitration clauses (and similar provisions) should not only be drafted with foresight for potential institutional or legislative shifts, but that parties should also revisit agreements periodically or following relevant developments to ensure they remain aligned with their intentions.