Accelonix v. Aster Technologies, Paris Court of Appeals, April 7, 2026

This was an action for annulment brought by Accelonix against Aster Technologies before the Paris Court of Appeals (International Commercial Chamber), following a remand after cassation. The dispute arose out of a 2008 ‘representation agreement’ under which Accelonix distributed software developed by Aster but partially based on a prior Accelonix software, with obligations including exclusivity, sales targets and non-competition. Arbitration under the ICC Rules resulted in a partial award on jurisdiction (2019) and a final award (2021) largely in Aster’s favour.

Accelonix sought annulment under Articles 1492 and 1520 of the French Civil Procedure Code (CPC), challenging both the sole arbitrator’s assertion of jurisdiction and the merits of the awards. The Rennes Court of Appeals initially annulled the awards, but that decision was quashed by the Court of Cassation, which held that the lower court had mischaracterised the arbitration regime under Article 1504 CPC. The case was remanded to the Paris Court of Appeals to determine the annulment application afresh.

The central issues were, first, whether the arbitration was ‘international’ within the meaning of Article 1504 CPC, thereby determining the applicable annulment regime, and secondly whether, under Article 1520(1) CPC, the arbitral tribunal had wrongly upheld its jurisdiction. In particular, the court had to determine the scope of the arbitration clause and whether claims relating to alleged breaches of non-competition obligations and use of software ‘ideas’ fell within contractual exclusions from arbitration.

The court first held that the arbitration was international within the meaning of Article 1504 CPC. It applied the established principle that international arbitration depends on whether the underlying economic transaction involves cross-border interests, irrespective of the parties’ nationality or the place of performance. Given that the agreement covered distribution rights extending beyond France to Morocco and Tunisia, and concerned economic activity not confined to a single state, the arbitration fell within the international regime.

On jurisdiction, the court applied Article 1520(1) CPC and the substantive rule of international arbitration law that the arbitration clause is autonomous and must be interpreted according to the parties’ common intention, guided by good faith and effectiveness. It emphasised that the annulment judge must independently assess the scope of the arbitration agreement, without reviewing the merits of the award but without being bound by the arbitral tribunal’s interpretation.

Applying those principles, the court construed the arbitration clause, which excluded disputes relating to the “exercise of Aster’s rights”, including “Exclusive Rights” as defined in another section of the representation agreement. The court held that those rights extended beyond formal intellectual property rights to include “protected information”, trade secrets and “other rights” embedded in the software. The alleged misuse of “ideas incorporated into the software” therefore fell within the excluded category, meaning such claims were not arbitrable under the clause.

The arbitral tribunal had nonetheless accepted jurisdiction over those claims without distinction. The court held that this constituted an error as to jurisdiction, rendering the partial award invalid. Given that the final award depended on that jurisdictional ruling and did not sever the claims, it too had to be annulled in its entirety. The court declined to determine the merits, referred the parties to “enter an action in a better forum” in the light of the international nature of the arbitration case, dismissed Aster’s substantive claims, and ordered it to pay costs.

The first takeaway is that clear contract drafting still matters.

Here, the original representation agreement was not in French but apparently in English or Italian, with a translation in French being prepared for the two parties (both French companies), which is odd. Secondly, incorporating by reference two contractual sections into the arbitration clause, which under French arbitration doctrine and caselaw is deemed autonomous, may not have been a brilliant drafting idea. Thirdly, carving out some disputes from the arbitration clause begs the question “Why?”. Practitioners know that the dispute resolution clause is often one of the last to be negotiated. Was this carving out a concession by one party wanting arbitration to the other which was wary of it? Were there other considerations? It is difficult to second-guess what may have been the parties’ common intention at the contract formation point, without having access to their contemporaneous exchanges.

The second takeaway is that, faced with a contractual exclusion as to the arbitrability of certain claims, an arbitral tribunal, particularly a sole arbitrator, is acting soundly by bifurcating the proceedings and rendering a partial award on jurisdiction, but should err on the side of caution in assessing the scope of the exclusion. Taking the narrower view, and apparently not distinguishing in the partial award on jurisdiction which claims are arbitrable and which ones are excluded, looks, with the benefit of hindsight, like a recipe for disaster.

The third takeaway is that the way of justice (i.e. national courts as opposed to arbitration) is unpredictable and lengthy but may eventually yield a logical result. Here, there is no question that the Rennes Court of Appeals was wrong in failing to characterize the arbitration as international and that the Court of Cassation was correct in quashing that ruling. The Paris Court of Appeals must also be commended for its four-corner reading of the contract, ultimately upholding the will of the parties.

Date of judgment: 07/04/2026