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Iran - US Claims Tribunal, Award in Case No. 34 (206-34-1) of 3 December 1985, YCA 1987, 257 et seq.

Title
Iran - US Claims Tribunal, Award in Case No. 34 (206-34-1) of 3 December 1985, YCA 1987, 257 et seq.
Content
257

[...]

Award in Case No. 34 (206-34-1) of 3 December 1985 

Arbitrators: Karl-Heinz Böckstiegel (chairman), Howard M. Holtzmann (concurring), Mohsen Mostafavi (dissenting) 

Parties: 

Claimant: First Travel Corporation 

Respondents: The Government of the Islamic Republic of Iran, Iran National Airlines Corporation 

Subject matter: 

-

interpretation of contracts 

Note: Howard M. Holtzmann appended a note to his signature; dissenting opinion of Mohsen Mostafavi (19 December 1985).

FACTS

The Claimant First Travel Corporation ("FTC") sought commissions allegedly due under marketing agreements which Transportation Consultants International ("TCI") had with Iran Air. TCI was a wholly-owned subsidiary of the Claimant until sold in 1982. However, this claim was specifically excluded from that sale. The contract was terminated by Iran Air in early 1979, and although monthly fees were all paid, an additional commission was in dispute. The Tribunal based its award on an interpretation of the remuneration provision of the contract.

[...]

258

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" II. REASONS FOR AWARD

(...)

"2. The Merits

"a) The 'agreed base'

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259

[...]

In addition, Iran Air was the party who proposed and drafted Article V 1.(b) of the Agreement. Thus, finally, this result is reinforced by the subsidiary rule of interpretation known as contra proferentem, which comes into play if, after all the ordinary processes of interpretation are exhausted, doubt still remains as to which meaning should be enforced. Corbin describes it as follows: 

if ... it is clear that the parties tried to make a valid contract, and the remaining doubt as to the proper interpretation is merely as to which of two possible and reasonable meanings is to be adopted, the court will adopt that one which is the less favorable in its legal effect to the party who chose the words.'

Referring Principles
Trans-Lex Principle: IV.5.4 - Interpretation against the party that supplied the term
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