Reviewing a dispute resolution and arbitration clause

A dispute resolution clause decides how a disagreement is handled before, or instead of, going to court: escalation between managers, mediation, expert determination, adjudication or arbitration, in a sequence the parties must follow. Each step has a cost and a consequence, and an arbitration clause in particular replaces the courts with a private tribunal whose award is enforceable across borders but from which there is limited appeal. The clause is agreed when there is no dispute and applied when there is one. I review the clause from whichever side instructs me and return it marked up with a written explanation of what each step requires, what it costs, and the changes the other side will accept, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales negotiating the dispute resolution provisions of a supply, services, technology, construction, distribution or international contract, or facing a dispute and wanting to know what the clause obliges them to do first. Both parties are businesses.

What to look for in a dispute resolution and arbitration clause

Escalation and mediation: steps that bind and steps that do not

A clause requiring the parties to escalate a dispute to senior management and then to mediate before starting proceedings is enforceable if it is drafted with enough certainty: a defined procedure, a period, and a named mediation provider or a method of appointing one. The review checks each step for certainty and for a period after which a party may proceed, since an open-ended obligation delays a claim without resolving it. The courts can themselves stay proceedings and order the parties to engage in dispute resolution, as the Court of Appeal held in Churchill v Merthyr Tydfil County Borough Council [2023] EWCA Civ 1416, and a pre-action offer under Part 36 of the Civil Procedure Rules 1998 carries costs consequences whatever the clause says.

Arbitration: what it commits the parties to

An arbitration clause takes disputes out of the courts and into a tribunal the parties choose, under the Arbitration Act 1996 as amended by the Arbitration Act 2025 where the seat is in England and Wales. Arbitration is private, the award is enforceable abroad under the New York Convention, and the grounds of challenge are narrow. It is also paid for by the parties, including the tribunal's fees, and it does not suit small claims. The review considers whether arbitration suits the contract, since a domestic supply contract with a UK counterparty may be better served by the courts, and, where it does, drafts a clause that works.

Seat, rules, language and the number of arbitrators

An arbitration clause must name the seat, which determines the law governing the arbitration and the courts that supervise it, the rules (an institution's rules or ad hoc), the language, and the number of arbitrators, since a sole arbitrator is cheaper and a tribunal of three is slower. The review checks each, asks for a seat whose courts support arbitration and whose awards the counterparty's country enforces, for institutional rules that provide for the appointment of the tribunal if the parties cannot agree, and for a clause that does not leave the process to be agreed after the dispute has arisen.

Expert determination and adjudication

Technical and valuation disputes, a price adjustment, an audit finding, a specification question, can be sent to an expert whose decision is final except for manifest error, which is faster than arbitration but gives no appeal. Construction contracts carry a statutory right to adjudication under section 108 of the Housing Grants, Construction and Regeneration Act 1996 that the clause cannot remove. The review checks that expert determination is confined to the questions an expert can answer, that the expert's appointment and procedure are defined, and that the clause does not send a legal question to a technical expert.

Court proceedings, interim relief and carve-outs

Whatever the clause provides, a party may need urgent relief from a court, an injunction to stop a breach of confidence or the disposal of goods, and the clause should preserve the right to seek interim relief without breaching the escalation or arbitration provisions. The review adds that carve-out, checks the treatment of debt claims, which a supplier may prefer to bring in court without mediation first, and checks the interaction with the governing law and jurisdiction clause so that the two do not contradict each other.

Cost, enforceability and the counterparty abroad

The right route depends on where the counterparty and its assets are. A judgment of the English courts is enforced in an EU state under the Hague conventions given effect by the Civil Jurisdiction and Judgments Act 1982 and elsewhere under local law, while an arbitral award is enforceable in the countries party to the New York Convention. The review sets out the enforcement position for the contract in hand, the likely cost of each route, and the Late Payment of Commercial Debts (Interest) Act 1998 position on interest while a dispute over an invoice runs.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The contract requires mediation before we can sue. Is that binding?

It is, if the clause is certain enough: a defined procedure, a period and a means of appointing a mediator. The review checks the clause, sets out what you must do before proceedings, and notes that the court can in any case stay a claim and order the parties to mediate.

Should we agree to arbitration with a UK customer?

For a domestic contract the courts are often the better forum: cheaper for small claims, with appeal rights and public judgments. Arbitration earns its cost where the counterparty is abroad and an award will be easier to enforce than a judgment. The review advises on which suits your contract.

We have an arbitration clause but need an injunction now. Can we go to court?

You can seek interim relief from the court in support of an arbitration, and a well-drafted clause preserves that right expressly. The review checks whether yours does and how to proceed without breaching the clause.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• Reviewing a governing law and jurisdiction clause
• Reviewing a contract with a counterparty in the EU

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.