When A Termination Carve-Out Does Not Bar Arbitration: Lessons From Refinería Madero v. Pemex Tri

The ICC tribunal’s final award in Refinería Madero Tamaulipas, S.A.P.I. de C.V. v. Pemex Transformación Industrial is a useful decision for anyone drafting or litigating arbitration clauses in State-linked infrastructure contracts. At its core, the award answers a deceptively simple question: when a public works contract excludes disputes over early termination from arbitration, does that exclusion also bar arbitration over a later, bilateral settlement of amounts due? The tribunal’s majority said no.¹

The Dispute

Refinería Madero and Pemex Tri entered into a public works contract for engineering, procurement, supply, installation, construction, testing and commissioning works at the Francisco I. Madero refinery in Tamaulipas, Mexico.² The contract contained an ICC arbitration clause seated in Mexico City, governed by Mexican federal law, but expressly excluded administrative rescission and early termination from arbitration.³ Pemex Tri later early-terminated the contract. The