You are in-house counsel at Defence Sales Australia Pty Ltd (“DSA”), a company registered in Austral

You are in-house counsel at Defence Sales Australia Pty Ltd (“DSA”), a company registered in Australia, which exports military equipment.

Your boss, Ms Suzie Lee, has asked you to take a look at a contract entered into between DSA and Sibanda Limited, a Zimbabwean based arms dealer, in late 2021, whereby DSA agreed to sell to Sibanda US$1 million worth of military equipment. Ms Lee is concerned that the Australian government may be moving to impose a ban on exports of military equipment to Zimbabwe. This would mean having to terminate the contract with Sibanda and could potentially give rise to a dispute.

The contract contains the following clause:

Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the ACICA Arbitration Rules. The seat of arbitration shall be Sydney, Australia and the arbitration shall be held in Singapore. The language of the arbitration shall be English. The law governing this contract shall be English contract law.

Ms Lee asks you to provide a written internal memorandum addressed to her, advising

1. Whether any claim that Sibanda may have under this contract against DSA can be brought in a Zimbabwean court or whether the claim will have to be resolved through arbitration, noting that Zimbabwe’s Arbitration Act 1996 adopts the UNCITRAL Model Law on International Commercial Arbitration and gives effect to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention)? (10 marks)

2. If a claim is brought in arbitration in accordance with the dispute resolution clause, what will be the law governing the arbitral process and how does that law work with the applicable arbitration rules, particularly in the event of inconsistency? (10 marks)

You should set out your memorandum to Ms Lee with a heading for each part which is a concluding statement rather than a question e.g. instead of a heading saying “Is there a contract?”, the heading would be “A contract was concluded on X date”. A legal advice or submissions are not like novels where you keep the outcome of your advice as a surprise until the end! Ms Lee should be able to look at the memorandum and have a general sense from the headings alone what the advice is, and then read the detail underneath each heading to understand that advice.

Your answer should not exceed 1000 words.