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and inaction, the counsel for the Claimant had sent reminders to the Respondent, urging the latter
to commence necessary corporate actions for the dissolution and liquidation of EL Thai and TF 2539.
In the circumstances, the Arbitral Tribunal find that the defence pleaded by the

Respondent has not been established.

The Second Issue:

The second issue is whether the Claimant has the right to terminate the EL Thai JVA
and the TF 2539 JVA, and demand for dissolution of EL Thai Company Limited and TF (2539)
Company Limited, and other relieves and remedies as requested?
As determined above, the evidence in the case leaves little doubt that the

Respondent have repeatedly failed to comply with the provisions of the two joint venture
agreements. In this second Issue, however, it is evident from Paragraph 3.2 of the Statement of
Claims that the remedy sought after is to request the Arbitral Tribunal to direct the Respondent to
immediately call and convene a general meeting of shareholders in EL Thai and TF 2539 with a view
to passing a special resolution to dissolve and liquidate the said two companies and therefrom to
distribute the net assets to their respective shareholders.
Such a request makes it necessary for the Tribunal to discuss its competency

whether it can consider and make an award to order the compulsory dissolution of a company
which is a corporate body. To arrive at a conclusion, a number of factors have to be taken into
consideration.
There have been persistent questions as to which subjects are and which are not
amenable to arbitration. In the opinion of this Arbitral Tribunal, controversies traditionally arising
out of commercial contracts, disputes relating to quality of products tendered or delivered, damages
for breach of contract, excuses for delay, conformity of merchandise or services rendered with
commercial or industrial standards, are, inter alia, stuff of arbitration. In these matters, competency
of arbitration is generally not disputable.
On the contrary, disputes on public law issues, i.e. that kind involved in issues of

laws relating to public order or public policy or good morals of the people, have not been regarded
as arbitrable, and agreements to arbitrate have not been enforced in regard to claims arising or in
connection with such laws. As the Parties to this arbitration have agreed to subject the dispute to
Thai laws, it is appropriate for the Tribunal to refer to some of the Thai court decisions in connection
with this issue. Authority in this approach can be found in the Supreme Court no. 4039-4039/2545
(A.D. 2002) and Supreme Court no. 3530/2549 (A.D. 2006), for example, where it was similarly ruled
that the exercise of rights granted by the labour protection law relating to protection of unfair

dismissal must be submitted to the court for decision, and not a subject of arbitration despite an
arbitration clause in the employment contracts. Clearly, the key issue in the said two cited cases is
that the dispute could not be submitted to arbitration because the exercise of the rights under
dispute was protected by the law concerning public order.
In support of the above rulings, and more directly related to a corporation, the
Supreme Court no. 3402/2548 (A.D. 2005) held that the rights and obligations of the shareholders
in a company are subject to the CCC concerning, inter alia, the organizational structure of a
company, shareholders’ benefits, the relationship among shareholders and the company. Such
provisions of the CCC are considered mandatory provisions concerning public policy and good morals