A contract is only as good as the dispute resolution clause in
it. Unfortunately, as the least interesting clause of the contract,
it has often been left to be drafted during the quiet hours of the
night, when the chief negotiators had already shaken hands and set
out to have a beer. That's why it is also known as the
"midnight clause". It has often been copied from previous
contracts, concerning totally different issues between totally
different parties from totally different countries. And nobody
really gave any thought to possible consequences.
The dispute resolution clause may alter the entire balance of
the contract. A carelessly drafted dispute resolution clause may
lead to significant contractual imbalance between the contracting
parties. The dispute resolution clause can be deliberately drafted
to be asymmetrical so that it is especially favourable for the
other party. An asymmetrical dispute resolution clause may easily
result in one contracting party having
