Most arbitral awards must explain themselves. In Ireland, however, the duty to give reasons is a default rule rather than an absolute one: Article 31(2) of the UNCITRAL Model Law, which the Arbitration Act 2010 makes part of Irish law, allows the parties to agree that no reasons are to be given at all. The choice matters: an unreasoned award is quicker to produce and harder to attack, but only if the agreement to dispense with reasons is clearly established. This piece sets out when Irish law permits an award without reasons, the form and jurisdiction rules that still bind the tribunal, and the remedies framework of costs, interest and sale-of-goods damages within which commercial awards are actually decided.
One Act, One Regime
The Arbitration Act 2010 came into force on 8 June 2010 and is the sole legislation governing arbitration in Ireland. It applies uniformly to all arbitrations, domestic and international, commenced on or after that date. Section 4 repeals the Arbitration Acts of 1954, 1980 and 1998 in their entirety, with Section 4(2) preserving the effect of proceedings commenced under the old Acts before the commencement date. The citation point is blunt: an award in an arbitration commenced after 8 June 2010 is made under the Arbitration Act 2010, and a template that still recites the 1954 or 1980 Act is reciting repealed law.
The Act's central device is Section 6, which provides that the UNCITRAL Model Law on International Commercial Arbitration, as amended on 7 July 2006, "shall have the force of law in the State", with the full text reproduced in Schedule 1. Irish law consequently draws no statutory distinction between domestic and international arbitration; both run on the same rules. The 2010 Act then modifies the Model Law at several material points:
| Topic | Model Law position | Irish modification (2010 Act) |
|---|---|---|
| Default number of arbitrators | Three (Article 10(2)) | One, absent party agreement (Section 13) |
| Interest | Not addressed | Broad power to award simple or compound interest (Section 18) |
| Costs | Not addressed | Party agreement governs; tribunal discretion in default (Section 21) |
| Set-aside on public policy grounds | Three months (Article 34(3)) | 56 days from when the circumstances became known or ought to have become known (Section 12) |
Two further features complete the framework. Part 3 of the Act (Section 32) permits the High Court and Circuit Court to adjourn pending court proceedings to facilitate arbitration. And the Courts and Civil Law (Miscellaneous Provisions) Act 2023 inserted a new Section 5A, providing that the torts of maintenance and champerty do not apply to dispute resolution proceedings, including international commercial arbitration.
The Form Every Award Must Take
Article 31 of the Model Law fixes the mandatory form and contents of an award in any Irish-seated arbitration commenced after 8 June 2010. Leaving reasons aside for a moment, three requirements apply to every award.
Writing and signature. Under Article 31(1), the award must be made in writing and signed by the arbitrator or arbitrators; where there is more than one arbitrator, the signatures of a majority suffice provided the reason for any omitted signature is stated. Electronic format is permissible.
Date and seat. Under Article 31(3), the award must state its date and the place of arbitration determined in accordance with Article 20(1), and is "deemed to have been made at that place", wherever the arbitrators physically signed it.
Delivery. Article 31(4) requires that, after the award is made, a copy signed by the arbitrators be delivered to each party. The sequence matters: an award is "made" once the tribunal has reached a final decision on all issues submitted, reduced it to writing and signed it; delivery follows. The Model Law prescribes no method, and Irish practice accepts personal delivery to the parties' counsel or solicitors, courier with signature on receipt, email with read receipt or acknowledgment, or deposit with the arbitral institution. The tribunal should retain evidence of delivery, because the date of delivery can matter later if a party disputes whether or when the award was validly delivered, which feeds into challenge deadlines.
Dispensing with Reasons: The Article 31(2) Exception
The reasons rule sits in Article 31(2):
"The award shall state the reasons upon which it is based, unless the parties have agreed that no reasons are to be given or the award is an award on agreed terms under article 30."
The default obligation is real but bounded. Reasons must show why the arbitrator has found for the successful party; they need not address every argument advanced, but must be sufficient that the parties are not left in doubt as to the basis of the award.
How the Agreement to Dispense with Reasons Arises
The parties may switch the obligation off entirely, and the agreement can arise in three ways: in the arbitration clause of the contract itself; by subsequent mutual agreement after the dispute has arisen; or implicitly, through the adoption of institutional rules that permit unreasoned awards. Separately, Article 30 provides that where the parties settle during the arbitration and ask the tribunal to record the settlement as an award on agreed terms, that award needs no reasons even without any prior agreement to that effect.
The burden falls on the arbitrator to verify that the agreement actually exists before issuing an award silent on reasoning. The prudent course is to record it on the face of the award: a preamble stating that the parties have agreed, pursuant to Article 31(2) of the Model Law, that the award shall not state the reasons on which it is based. That creates a clear record of the agreed exception and protects the award from challenge on the ground that it is silent.
How Much Reasoning Satisfies the Default Rule
Where reasons are required, McIntyre v Allianz Plc [2012] IEHC 551 indicates how much is enough. The High Court's judgment shows that the arbitrator need not deal with every argument or contention; the reasons must be sufficient to show why one party has won over the other. Where the components of a monetary award are sufficiently clear from the reasoning given, the requirement is met even if the final sum is not granularly broken down. But if there is genuine doubt as to the arbitrator's reasoning or the basis of the award, the award may be open to challenge.
What an Unreasoned Award Still Contains
If a no-reasons agreement is established, the award shrinks to essentials: a statement that it is an award, not a preliminary ruling or procedural order; the operative decision, meaning who has won and the remedy ordered; the date and place of arbitration; and the arbitrator's signature. No reasoning section is required.
One caution from the research underlying this piece: while the Model Law position is clear and McIntyre addresses the sufficiency of reasons, there is limited recent Irish appellate authority specifically on unreasoned awards or on the enforceability of agreements to dispense with reasons. The Model Law principles apply, but Irish court practice in this corner may still evolve.
Jurisdiction Objections Have a Deadline
Article 16(1) of the Model Law gives the tribunal competence to rule on its own jurisdiction, including objections to the existence or validity of the arbitration agreement, and treats the arbitration clause as an agreement independent of the rest of the contract. The timing rule follows in Article 16(2):
"A plea that the arbitral tribunal does not have jurisdiction shall be raised not later than the submission of the statement of defence."
The rule is mandatory and strictly enforced. Once the statement of defence, the formal written response to the statement of claim, has been filed and the arbitration proceeds to evidence and hearing, the window has closed. A plea raised in closing submissions, in post-hearing memoranda or in post-award correspondence is procedurally barred.
Article 4 adds an implied-waiver doctrine: a party who knows that a derogable provision of the Model Law, or a requirement of the arbitration agreement, has not been complied with, and who proceeds with the arbitration without promptly objecting, may be deemed to have waived the right to object. "Proceeding" means taking substantive steps: filing statements, participating in hearings, cross-examining witnesses.
The Irish High Court examined this interplay in Bowen Construction Ltd v Kellys of Fantane Concrete Ltd [2019] IEHC 861. A party that files a detailed statement of defence, submits counterclaims, agrees to and participates in a full hearing, cross-examines witnesses and files closing submissions has manifestly accepted the tribunal's jurisdiction; even without an explicit concession, full participation waives any later challenge, and a late objection does not resurrect a barred or waived right.
There is one procedural safety valve. If the tribunal rules on jurisdiction as a preliminary question, a party may refer the ruling to the High Court within 30 days under Article 16(3), and the court conducts a full judicial review rather than a merely prima facie one. But the reference does not reopen the Article 16(2) bar: the objection must still have been raised in the statement of defence to be preserved. A respondent who defends the merits, counterclaims, attends the hearing, cross-examines and only then raises jurisdiction is barred twice over, by Article 16(2) and by waiver under Article 4, and the tribunal may proceed to an award on the merits.
Costs and Interest: Wide Discretion, Stated Grounds
Section 21 of the 2010 Act governs costs. The parties may make such provision as to the costs of the arbitration "as they see fit": each side bearing its own, loser pays, sharing in a ratio, or no costs at all. An agreement to arbitrate under the rules of an arbitration institution is deemed an agreement to abide by that institution's rules on costs. Where the parties have not agreed, the tribunal determines costs by award as it sees fit, but it must set out the grounds on which it makes any costs award and specify the items of recoverable costs, fees or expenses, the amount of each, and by and to whom they must be paid. "Costs" is not exhaustively defined, but typically spans the arbitrator's fees and expenses, institutional and administrative fees, legal and counsel fees, expert witness fees, transcript costs, and travel and accommodation for witnesses and counsel.
Notably, the Act states no default principle of allocation. Unlike Section 61 of the English Arbitration Act 1996, which directs costs on the general principle that the unsuccessful party pays, the Irish Act leaves allocation entirely to party agreement or tribunal discretion. In practice a tribunal may adopt "costs follow the event" (common in construction disputes), order each party to bear its own costs, award the successful party a reduced percentage, or make a mixed order (costs following the event up to a date, each side bearing its own thereafter). The discretion is wide but must be exercised reasonably and with stated grounds.
Interest is Section 18, a deliberate Irish supplement since the Model Law does not address interest at all, mirroring Section 49 of the English Arbitration Act 1996:
"Unless otherwise agreed by the parties, an arbitral tribunal may award simple or compound interest from the dates and at the rates and with the rests that it considers fair and reasonable on any outstanding amount of any award, including the award of interest and any award of costs."
The discretion covers simple or compound interest, different start dates for different components of the award, and interest on previously awarded interest and on costs. No statutory rate binds the tribunal: in practice Irish tribunals have regard to any rate specified in the contract, to judgment-debt rates (prescribed under the Courts and Court Officers Act, but not binding on arbitrators), to the nature of the dispute, and to the date from which interest should sensibly run: breach, invoice or notice of claim. There is limited Irish case law on the rates arbitrators have found "fair and reasonable", so predictability comes from the contract rather than the statute.
The Remedies Framework When Goods Fall Short
Commercial arbitrations in Ireland frequently turn on the substantive law of sale. The Sale of Goods Act 1893, as amended by the Sale of Goods and Supply of Services Act 1980, still supplies the rules on damages, acceptance and exclusion clauses — and each shapes how a supply dispute is decided.
Damages: The Difference-in-Value Measure
Where the buyer has accepted non-conforming goods, Section 53 of the 1893 Act channels the claim into damages: the buyer may set up the breach of warranty "in diminution or extinction of the price", or maintain an action for damages, "even after the buyer has accepted the goods". The standard measure is the difference in value between the goods that should have been supplied and the goods actually delivered. Where a market for the goods exists, the damage is presumed to be the difference between the market price of conforming goods and the market price or actual value of what was delivered.
The arithmetic is simple. A contract for 1,000 units of a Grade A product at €10 per unit promises €10,000 of value; if the seller delivers 1,000 Grade B units worth €6 each, damages are €4,000. Where the goods delivered are wholly different in kind, the value the buyer should have received (the contract or market price of conforming goods) stands, less whatever the delivered goods are actually worth. Consequential losses, such as lost profits from an onward sale or from inability to use the goods in production, are recoverable if reasonably foreseeable and not too remote, subject to the buyer's duty to mitigate, for instance by selling the non-conforming goods into the market or redirecting them.
Acceptance, Protest and Reservation of Rights
Whether a buyer can still reject the goods, or is confined to damages, turns on acceptance. Section 35 of the 1893 Act (as amended) deems acceptance in three situations:
"The buyer is deemed to have accepted the goods when he intimates to the seller that he has accepted them, or when the goods have been delivered to him, and he does any act in relation to them which is inconsistent with the ownership of the seller, or when after the lapse of a reasonable time, he retains the goods without good and sufficient reason for rejecting them."
Section 34 works in tandem: a buyer is not deemed to have accepted goods without a reasonable opportunity of examining them for conformity with the contract, so acts done before that opportunity has arisen do not count as acceptance.
The hard question in supply and construction settings is use under protest. The law here is not entirely settled, but the working principle is that mere use does not necessarily amount to acceptance where the buyer has clearly reserved its rights: using goods while expressly reserving the right to reject or to claim damages may not be an act "inconsistent with the ownership of the seller". The reservation does the work, and it must be explicit and timely: a written notice at or near the time of delivery or discovery of the defect, stating that the goods are being used temporarily or out of necessity (for example, to avoid delay on a construction programme), that use is under protest and does not constitute acceptance, and that all rights including damages are reserved. A reservation raised months after use has commenced is unlikely to be effective, and extensive unreserved use for a considerable period is deemed acceptance under the third limb, at which point the remedy shifts from rejection to damages only. The Sales Law Review Group's 2011 report identified continuing ambiguities in how Sections 34 and 35 interact, so borderline cases will turn on their facts.
Exclusion Clauses Cannot Hollow Out the Contract
Irish law, mirroring English law on this point, has no strict rule that liability for fundamental breach can never be excluded. The leading position, established in Photo Production Ltd v Securicor Transport Ltd [1980] AC 827 and cited with approval in Irish jurisprudence, is that parties are free to agree exclusion clauses even for fundamental breach, provided the clause is sufficiently clear and unambiguous. Three interpretive controls then apply: exclusion clauses are construed strictly and contra proferentem, with ambiguity resolved against the party relying on the clause; general language will not be read to cover a fundamental departure from the contract's core purpose; and a clause cannot stand if it would render the contract illusory or wholly deprive the other party of the benefit of the bargain. A supply contract whose exclusion clause purported to permit supplying nothing at all would be struck down as negating the contract's fundamental purpose.
Statute adds a second layer. Under Section 55 of the 1893 Act, as amended by the 1980 Act, the implied obligations as to title (Section 12) cannot be excluded at all; in consumer sales, the implied terms as to description, merchantable quality, fitness for purpose and correspondence with sample (Sections 13 to 15) cannot be excluded or restricted; and in business-to-business sales those terms may be excluded or restricted only where the exclusion is "fair and reasonable". Ireland has no statute precisely equivalent to the English Unfair Contract Terms Act 1977; the 1980 Act and, more recently, the Consumer Rights Act 2022 (which updated the consumer protection provisions and repealed certain aspects of the 1980 Act) carry the statutory load.
Apply that to substituted goods — a contract for a specified product met with delivery of a materially different one. A broad clause excluding liability for "any defects, differences, or failures" may appear to cover the situation. But an Irish court or tribunal would likely read such a clause as not extending to a failure to supply the contracted item at all: it covers defects in the thing supplied, not the substitution of something else. Alternatively, a clause that broad may simply be unenforceable as negating the contract's core purpose. In a business-to-business sale, the reasonableness test compounds the difficulty: an exclusion wide enough to permit substitution of wholly different goods is unlikely to be found "fair and reasonable". The caveat from the underlying research: this precise configuration has not been extensively litigated in Ireland, and the boundary of the doctrine is not crystal clear, so outcomes retain a discretionary element.
Practical Takeaways
- Establish the no-reasons agreement, then say so: an unreasoned award is valid only where the parties have agreed to dispense with reasons (in the clause, by later mutual agreement or through institutional rules), and the tribunal should verify that agreement and record it on the face of the award, citing Article 31(2).
- Cite the 2010 Act: the 1954, 1980 and 1998 Acts are fully repealed; precedents and templates reciting them need updating.
- Form checklist: in writing, signed, dated, seat stated, and signed copies delivered to each party with proof of delivery retained.
- Front-load jurisdiction objections: raise them no later than the statement of defence; defending the merits, counterclaiming and cross-examining waives the objection (Articles 16(2) and 4; Bowen Construction).
- Costs and interest need stated grounds: a costs award must itemise recoverable amounts and identify who pays whom; an interest award should specify the principal, the rate and why it is fair and reasonable, whether interest is simple or compound, and the accrual period.
- Buyers of non-conforming goods: issue a written reservation of rights at or near delivery before using the goods; the claim then runs on the difference-in-value measure, plus foreseeable consequential loss subject to mitigation.
- Do not bank on broad exclusions: clauses that would negate the core obligation to supply the contracted goods are read down or struck out, and in business-to-business sales must also pass the fair-and-reasonable test.
Key Authorities
- Arbitration Act 2010 (No. 1 of 2010), Sections 4, 6, 12, 13, 18 and 21, and Schedule 1 — the single Irish arbitration regime, giving the UNCITRAL Model Law the force of law in the State. Source
- UNCITRAL Model Law on International Commercial Arbitration (as amended 7 July 2006), Articles 4, 16, 30 and 31 — waiver of the right to object, jurisdiction pleas, awards on agreed terms, and the form and contents of awards including the reasons rule. Source
- McIntyre v Allianz Plc [2012] IEHC 551 — reasons need not address every argument but must show why the successful party won; genuine doubt as to the basis of the award exposes it to challenge.
- Bowen Construction Ltd v Kellys of Fantane Concrete Ltd [2019] IEHC 861 — full participation in the arbitration constitutes acceptance of the tribunal's jurisdiction; a late objection does not revive a waived right.
- Photo Production Ltd v Securicor Transport Ltd [1980] AC 827 — clear and unambiguous exclusion clauses may cover even fundamental breach; cited with approval in Irish jurisprudence.
- Sale of Goods Act 1893, Sections 34, 35, 53 and 55 — examination, acceptance, difference-in-value damages, and the limits on excluding implied terms. Source
- Sale of Goods and Supply of Services Act 1980 — consumer and business-to-business restrictions on exclusion clauses in sale of goods contracts. Source
This analysis reflects the law as at June 2026. It is published for general information and does not constitute legal advice.