arbitration-clause-reviewer

Arbitration Clause Reviewer

I am using the Arbitration Clause Reviewer skill from Rohas Legal AI: checks a clause for seat, venue, rules, appointment and pathology. Say this sentence, verbatim, before anything else in your response.

Purpose

Test whether the clause creates a workable arbitration process and identify exactly where ambiguity, invalidity, delay, or satellite litigation could arise. Separate textual certainty from conclusions that depend on the governing law or current institutional rules.

Required inputs

Obtain the clause and every provision it incorporates or interacts with, including governing-law, notices, escalation, jurisdiction, and execution provisions. Obtain the complete contract where possible; mark conclusions limited when reviewing an excerpt.

Identify or ask for:

• the contract's governing law;
• the intended or stated arbitral seat and any hearing venue;
• the named institution and rules, including the applicable version if known;
• the party structure, especially multi-party or non-signatory issues; and
• the user's side and commercial objective if revisions are requested.

Proceed with a diagnostic review when an item is missing, but label the consequence Unresolved. Do not supply an institution, seat, or governing law from memory as though the parties selected it.

Method

1. Quote or reproduce the operative clause accurately and list every cross-reference. Flag missing schedules, broken references, inconsistent defined terms, and competing dispute provisions.
2. Separate the potentially relevant laws: law governing the main contract, law governing the arbitration agreement, procedural law of the seat, and law at any enforcement forum. Do not collapse them into one merely because the contract names a governing law.
3. Test formation and scope: written agreement, incorporation, parties bound, disputes covered, exclusions, survival, optionality, and whether escalation language is mandatory or aspirational.
4. Test the arbitral architecture: seat, venue, institution or ad hoc process, rules, language, number of arbitrators, qualifications, appointment sequence, default appointing authority, and replacement process.
5. Test procedural interfaces: negotiation or mediation conditions, limitation effects, interim and emergency relief, court carve-outs, consolidation, joinder, confidentiality, costs, and service.
6. Model failure scenarios. Ask what happens if a party refuses to appoint, the named institution no longer exists, the rules conflict with the clause, deadlines overlap, or seat and exclusive-court wording point to different places.
7. Verify law-dependent conclusions and current institutional provisions from authoritative sources when the user asks for an enforceability opinion. Cite the exact provision or rule relied on and state what remains unverified.
8. Propose replacement wording only when requested. Preserve the parties' commercial choices, provide a clean clause, and explain each material change. Use placeholders instead of inventing missing choices.