"The Parties agree that all disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of the Chamber of National and International Arbitration of Milan (The "Rules"). The arbitration panel shall consist in a sole arbitrator appointed pursuant to the Rules. The arbitration panel shall decide in accordance with the rules of law of Italy. The seat of such arbitration shall be Milan and the language of the arbitration shall be English".
"This Letter of Intent [rectius, Agreement] and the rights and obligations contained herein are regulated by Italian law"
Furthermore, as already indicated, the arbitration clause also provides that:
"The arbitration panel shall decide in accordance with the rules of law of Italy".
Finally, the Parties in their legal submissions agreed to the application of Italian substantive law.
(i) Prada is to purchase from Caporicci all of the alligators’ hatchlings born from the eggs (estimated to be 15,000 in number) to be procured by Caporicci (Article 2.1);
(ii) Caporicci is to provide for the capture, incubation, shipping, logistics, initial care, vaccine and feeding of the animals (Article 2.4);
(iii) Caporicci is to raise on its farm the hatchlings purchased by Prada for a minimum period of 12 months and until Prada decides to transfer them to a different farm or elsewhere (Article 2.5).
• "Caporicci will procure to Prada around 15.000 alligator's eggs from the authorized trappers within the end of June 2015." (Article 1, letter a))
• "Prada will purchase from Caporicci all the alligator's hatchlings born from the eggs al 100.00USD each one. considering the hatchlings mortality rate around 15%." (Article 1, letter b))
To render an award:
(i) "declaring that the documents filed by Caporicci USA, Corp, on October 8, 2018, are inadmissible
(ii) declaring that Caporicci USA, Corp, breached the Contract entered into by the Parties on September 25, 2015;
(iii) ordering Caporicci USA. Corp. to pay US$1.009.313.34 to Prada S.p.A. pursuant to Articles 2.2 and 2.7 of the Contract;
(iv) declaring that Prada S.p.A. is the exclusive owner of the 726 hatchlings that were transferred to Donald Farms, and thus ordering Caporicci to immediately cease claiming payment for, and or disposing of, the hatchlings in question;
(v) ordering Caporicci USA. Corp, to pay interest on any sum awarded Prada S.p.A. as per (iii) above or (vi) and (viii) below, on the basis of the applicable interest rate, from October 25, 2015 until the date of the final award in this arbitration;
in the alternative to (iii) above and on a subordinate ground:
(vi) ordering Caporicci USA, Corp. to pay USS 843,813,34, or any other higher amount to be determined on an equitable basis, to Prada S.p.A. pursuant to Articles 2.2 and 2.7 of the Contract, and thus
(vii) ordering Caporicci USA, Corp, to make immediately available to Prada S.p.A. 2,232 alligators of the 2015 class, and/or
(viii) ordering Caporicci USA, Corp, to pay US$ 100,00 to Prada for each of the 2,232 alligators of the 2015 class that Caporicci is not able to make available to Prada;
in any case:
(ix) imposing all costs of these arbitral proceedings upon Caporicci USA. Corp;
(x) awarding Prada S.p.A. its costs of legal representation and assistance for an amount of no less than € 59.059.29 plus € 7,295.60 as reasonable legal costs involved in the preparation of its memorial dated June 18. 2018; and
(xi) ordering Caporicci USA. Corp to pay interest on any sum awarded to Prada S.p.A., on the basis of the applicable interest rate, from 15 days after the service of the final award in this arbitration until full payment is received by Prada".
"... that the Tribunal render an award:
(1) dismissing and rejecting the requests for relief sub (i)-(vii) formulated in the Statement of Claim dated 27th April 2018 filed by Prada:
(2) dismissing and rejecting the new request sub (iii) formulated in the Statement of Claim dated 27th April 2018 filed by Prada:
In case the sole Arbitrator does not dismiss and reject the request sub (1) and (2):
(3) ordering the parties to perform their obligations pursuant to the Agreement with Caporicci providing hatchlings or yearlings or young alligators of a value of 336.263.34 USD or of the different value the sole Arbitrator will determine at the end of this arbitral proceeding, and Prada accepting those alligators and paying for transportation: or,
(4) determining the amount to be reimbursed to Prada according to the criteria indicated by Respondent (see par. X, page 16 of Statement of Defence of 28th May 2018 and par V.2 page 19 and 20 of the Statement of Defence of 09th January 2018) and reject all other requests for relief : or
(5) determining the amount to be reimbursed to Prada according to the criteria determined by the Arbitrator (evaluating the expenses for the breeding the animal for 3 years):
In any case
(a) dismissing the requests for relief sub (v)-(vii):
(b) imposing all costs of the arbitral proceeding upon Prada S.p.A.
(c) in case request sub (b) is not accepted, imposing that the cost of the arbitral proceeding
is to be splitted equally between the two parties:
(d) ordering Prada to pay all costs of legal representation and assistance of Caporicci as attached."
"It's understood that if the hatchlings born alive are less than 1.200 units. Caporicci shall pay back to Prada the amount paid in excess."
US$ 1,200,000. less US$ 448.700, less US$ 74.686.66, less US$ 43.400 = US$ 633,213.34.
(a) Legal fees and expenses (representing Claimant in arbitration48): €48,485.37 + VAT
(b) Legal fees (submissions on admissibility of Claimant witnesses): €5,980 + VAT, for a total of € 54,465.37 + VAT49.
1) Finds that it has jurisdiction to decide the dispute based on the arbitration clause contained in Article 7.2 of the Purchase Agreement.
2) Finds that Caporicci breached Article 2.2 of the Agreement by not refunding the balance of the advance payment to Prada as provided by the Agreement.
3) Orders the Respondent to repay to the Claimant the sum of US$ 633,213.34 (six hundred and thirty three thousand, two hundred and thirteen US dollars and thirty four cents) that Respondent had received as an advance payment for goods and services not supplied by Respondent.
4) Orders the Respondent to make available for transfer to Prada, at Respondent's farm, 3,761 (three thousand seven hundred and sixty one) alligator hatchlings of an equivalent size and value to the hatchlings that were to be procured and transferred to Claimant pursuant to the Purchase Agreement dated 25 September 2015. If Respondent does not have a sufficient number of hatchlings of equivalent size, then smaller or larger alligators may be transferred by agreement as to their market value, equal to a total value of US$ 376,100 (three hundred and seventy six thousand, one hundred US dollars).
5) Orders that the transfer of the alligator hatchlings pursuant to Order no. 4 above shall take place not later than 31 July 2019.
6) In the event that, pursuant to Order no. 4, Respondent refuses or fails to make available the alligator hatchlings on a date to be agreed by the Parties between the date of this Final Award and 31 July 2019, orders Respondent to pay to Claimant the said amount of US$ 376,100, within 10 days of the date of Respondent’s refusal or failure to transfer the alligator hatchlings.
7) In the event that, pursuant to Order no. 4 above, Claimant fails to pick up and take away the alligator hatchlings from Respondent’s farm by 31 July 2019, orders that Claimant shall definitively lose its right to receive the alligator hatchlings pursuant to this Award and shall also lose any right to receive back part of the advance payment in the sum of US$ 376,100 from the Respondent.
8) Orders the Respondent to pay interest to the Claimant:
(a) on the sum of US$ 633,213.34 indicated in Order no 3 above, calculated as follows: (i) commencing from 26 November 2015 up to 30 November 2017, at the applicable rate pursuant to Article 1284, para 1 of the Civil Code, and (ii) commencing from 1 December 2017 up to the effective date of payment, at the applicable rate pursuant to Article 1284, paras 4 and 5 of the Civil Code;
(b) on the sum of US 376,100 indicated in Order no 6 above, calculated commencing from the date of Respondent’s refusal or failure to supply the alligator hatchlings by 31 July 2019 up to the effective date of payment, at the applicable rate pursuant to Article 1284, paras 4 and 5 of the Civil Code.
9) Declares that the Claimant is the exclusive owner and has all related rights over the 726 alligators that were transferred from Respondent’s farm to Donald Farms in May 2016.
10) Orders the Respondent to pay to the Claimant the full costs of the arbitration that were entirely advanced by Claimant to the Milan Arbitration Chamber, totalling € 51,044.63, set by the Arbitral Council’s decision No. 2016/4 issued on 6 November 2018, and made up of the following items: (i) costs of Milan Chamber: €18,000, plus VAT if applicable; (ii) fees of sole arbitrator: €31,200, plus VAT if applicable; (iii) reimbursement of expenses of Milan Chamber and of sole arbitrator: € 1,332.63 plus VAT if applicable; (iv) reimbursement of fiscal stamps for minutes of the hearings and procedural orders: €128,00 (no VAT); (v) reimbursement of fiscal stamps for three original copies of the arbitral award: €384,00 (no VAT).
11) Orders the Respondent to pay the Claimant's reasonable legal costs and expenses of the arbitration, assessed by the Tribunal in the sum of €50,000 inclusive of expenses and social Security contributions, plus VAT if applicable.
12) Orders the Respondent to pay interest on the sums set out in Orders 10) and 11) above, to be calculated from the date 21 calendar days from the date of this Final Award, at the rate pursuant to Legislative Decree no. 231 of 2002, up to the date of effective payment.
13) Declares that all other applications and claims of the Parties are rejected.
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