Is there a valid arbitration agreement when parties make reference to their standard terms and conditions?

This was a question answered by the 11^th Civil Chamber of the Court of Appeal in its recent judgment dated 28 May 2024 (Docket No. 2024/1265 E., Decision No. 2024/4403 K.), where the Court upheld the decision of the Regional Court of Appeals, which had found that there was no valid arbitration agreement, in a case where:

• There was no arbitration agreement that was mutually signed by the parties;
• The invoices issued by the claimant, and accepted by the respondent, included a reference to the General Terms and Conditions of Sale, which were reportedly published on the claimant’s website;
• Article 13 of the aforementioned General Terms and Conditions of Sale stipulated that disputes should be resolved by arbitration under the auspices of the Arbitration Institute of the Finland Chamber of Commerce;
• These General Terms and Conditions were unilaterally posted online by the claimant; and
• The invoices did not expressly contain an arbitration clause, but merely made reference to the claimant’s website where such terms were available.

As per the Court’s decision, it is advisable that parties exercise caution and due diligence in incorporating clear arbitration agreements into their contractual arrangements, rather than making a reference to either side’s general terms and conditions.