Tuesday, May 26, 2015

The reasoning requirement of awards in Brazilian Law (by Nikolai Rebelo)

Firstly, it is very important to keep in mind that Brazilian law compare the arbitral award to a judicial decision. The Law of 1996 states that awards are enforceable by the same procedure of a judicial ruling. Therefore, most of the arbitralists of the country considers that arbitration is jurisdictional in nature and it is submitted to similar legal standards of state courts’ judgment.

Following this reasoning, we find in Brazilian Constitution that all decisions from State Judiciary or Administrative Courts should provide the reasons for their conclusions (Federal Constitution of Brazil, Art. 93, IX). Thus, we have a superior rule of law, which is on top of the legal system stablishing a formal requirement for jurisdictional and administrative decisions. The Civil Procedure Code states that decisions must provide “reasons adopted by the Judge to decide about matters of fact and of law” (art. 458, II). Additionally, it is noteworthy that, in less than a year, Brazil will have a new  Civil Procedure Code. The new statute states that a decision is not deemed reasoned if it only copies articles of Statutory Law, general concepts, principles of law and precedents, if there is not an explanation of how the law applies to the case. However, arbitral procedures does not follow directly the rules of this code, being regulated by the special law of arbitration (statute number 9.307/96). The Law of Arbitration mirrors the rule of the current civil procedure code of article 458, II, requiring that arbitrators expressly provide the reasoning to decide the merits of law and of facts (art. 26, II).

Undoubtedly, one of the formal requirements of arbitral awards in Brazil is the reasoning. Nonetheless, the debate arises when we turn to homologation of foreign awards, because we need to decide what laws apply and what are the international principles to be followed by the Brazilian Judiciary in the recognition process.

Many states do not require a formal reasoning in the arbitral award to be valid and enforceable under their laws. One relevant example is the United States Case Law, where we can easily find jurisprudence stating that “Arbitrators have no obligation to the court to give their reasons for an award.” (UNITED STEELWORKERS OF AMERICA V. ENTERPRISE WHEEL CAR CORP.  CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT.  NO. 538. ARGUED APRIL 28, 1960. DECIDED JUNE 20, 1960.[1]); “It is well settled that arbitrators are not required to disclose or explain the reasons underlying the award.” [United States District Court, S.D. New York.·757 F. Supp. 283 (S.D.N.Y. 991)·Decided February 15, 1991HOUGH v. LYNCH, PIERCE, FENNER SMITH -[2]]; “Arbitrators are not required to give reasoned analysis for their decisions, or any particular aspect of them, and thus "`The absence of express reasoning by the arbitrators [does not] support the conclusion that they disregarded the law.'" [UNHILL FRANCHISEES TRUST, PETITIONER, V. DUNHILL STAFFING SYSTEMS, INC., RESPONDENT.  NO. 07 CIV. 6940. UNITED STATES DISTRICT COURT, S.D. NEW YORK. OCTOBER 29, 2007[3]].

Brazil is signatory of the NY Convention; therefore, it applies to Brazilian procedures of recognition of foreign awards, so the annulment or non-recognition of them for lack of reasoning must be interpreted under the articles of the convention. The Superior Court of Justice is the Brazilian court in charge of deciding about recognition of foreign decisions. It has denied recognition to judicial decisions without the minimum reasoning requirement based on the public policy justification (Superior Court of Justice – STJ, SEC 880 / IT SENTENÇA ESTRANGEIRA CONTESTADA 2005/0034902-6). The natural question is will the court follow the same pattern and deny recognition based on the article V, 2, “b” of the NY Convention in cases of arbitration? The reason to deny recognition is also referred in Brazilian Arbitration Law in article 39, II, which mentions that national public policy is a possible ground of non-recognition. The first answer of the Competent Court is in the sense of respecting the formal requirements from the procedural law applied of the place of the arbitration [SEC 5692 (2012/0246980-3 - 01/09/2014)]. Similarly, we can find that Brazilian authors and international arbitralists understand that there is a broad concept of public policy in this context, which is the international public policy (in Brazil, see André Abbud, 2008: p. 213 ; outside Brazil, see Gary Born, 2012: p. 326). French Law, for instance, expressly denies recognition “if the recognition or enforcement is contrary to public international order” (French Code of Civil Procedure, Article 1502, 5º)[4].

In conclusion, although Brazilian Arbitration Law determines that an award must be accordingly to national Public Policy, we may expect the recognition of an “international public policy” in Brazilian Law. The first precedent about the formal requirements of a foreign award and the jurists’ position on the matter are in favor of treating arbitration in a different way from foreign judicial decisions, because in the first one, parties agrees to the patterns followed by international arbitration. Therefore, they freely submit to the formal requirements stablished by the rules they chose to regulate their method of conflict resolution.

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