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Lawyers, other representatives, expert(s), tribunal’s secretary

Partial Award

I. PARTIES INVOLVED IN THE ARBITRATION

1. Plaintiff

1.
The Plaintiff is, currently, VRG LINHAS AÉREAS S.A. ["VRG" or the Plaintiff"]. VRG is the universal successor-in-interest of GTI S.A., the original Plaintiff in this arbitration ["GTI"], with registered office at Avenida Vinte de Janeiro, no number, Passenger Terminal No. 02 at the International Airport of Rio de Janeiro/Galeão - Antonio Carlos Jobim, embarkation level between runways 53-54/E-G, Section D, CEP [postal code] 21,941-570, city and State of Rio de Janeiro, Brazil.
2.
The Plaintiff has been primarily represented in this arbitration by Flávio Pereira Lima, Daniel Calhman de Miranda and Carlo de Lima Verona, all with law firm Mattos Filho, Veiga Filho, Marrey Jr e Quiroga, located at Al. Joaquim Eugenio de Lima, 447, 01403001, Sao Paulo, Brazil, as indicated in the power of attorney enclosed with the case records.

2. Defendants

3.
Defendant 1 is VARIG LOGÍSTICA S.A. ["VLog" or "Defendant 1"], a Brazilian corporation with registered office at Rua Gomes de Carvalho, No. 1609, Vila Olimpia, CEP 04547-006, Sao Paulo, Brazil.
4.
Defendant 2 is VOLO DO BRASIL S.A. ["Volo DB" or "Defendant 2"], a Brazilian corporation with registered office at Rua Padre Joao Manuel No. 450, CJ. 121, CEP 01411-000 Sao Paulo, Brazil. Initially, Defendant 3 held 20% of Defendant 2‘s common stock, while Messrs. Marco Antonio Audi ["Mr. Audi"], Marco Michel Haftel ["Mr. Haftel] and Luís Eduardo Gallo ["Mr. Gallo"], jointly referred to as the ["Bazilian Shareholders"], held 80% of its common stock.
5.
Defendant 3 is VOLO LOGISTICS LLC ["Volo Logistics" or "Defendant 3"], a legal entity organized under the Laws of Delaware, U.S.A., with registered office at 2711 Centerville Road, Suite 400, Delaware, U.S.A.
6.
Defendants 4 are MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS II L.P. (USA) and MATLINPATTERSON GLOBAL OPPORTUNITIES PARTNERS (CAYMAN) II L.P., legal entities organized under the Laws of Delaware, U.S.A., with registered office at 520 Madison Avenue 35th floor, New York, NY 10022, U.S.A, [jointly, "MatlinPatterson" or "Defendant 4"]. Defendant 4 holds all shares in Defendant 3.
7.
Defendants 1 and 2 have been primarily represented in this arbitration by Roberto Teixeira and Larissa Teixeira Martins, with law firm Teixeira Martins Advogados, located at Rua Padre João Manuel, No. 755, suite 131, Jardim Paulista, São Paulo. Brazil, as indicated in the power of attorney enclosed with the case records.
8.
Defendants 3 and 4 have been primarily represented in this arbitration by Cristiano Zanin Martins and Guilherme de Andrade Campos Abdalla, also with law firm Teixeira Martins Advogados, located at the aforementioned address, as indicated in the power of attorney enclosed with the case records.

3. The Arbitral Tribunal

9.
The Arbitral Tribunal is comprised of co-arbitrator Gustavo José Mendes Tepedino, with offices at Rua da Assembléia, 58, 10th fl., Centro, 20011-000 Rio de Janeiro, Brazil, co-arbitrator Pedro Antônio Batista Martins, residing at Rua Timóteo da Costa, 371/301, Leblon, 22450-130 Rio de Janeiro, Brazil, and by President Juan Fernández-Armesto, with offices at General Pardiñas 102, 28006 Madrid, Spain.
10.
The Administrative Secretary for this proceeding is Alexandre Soveral Martins, with offices at Avenida Sa da Bandeira, 114, 1st fl., 3000-350 Coimbra, Portugal, under the terms of paragraph 14 of the Terms of Reference.

4. The ICC Advisor

11.
The Advisor from the Secretariat of the International Court of Arbitration [the -Court"] of the International Chamber of Commerce [ICC"] in charge of this proceeding is José Ricardo Feris, with professional domicile at Cours Albert 1er 38, 75008 Paris, France.

II. BACKGROUND

1. Preliminary Issues

12.
In Procedural Order No. 2, the Arbitral Tribunal expressly provided that the parties address the issue of the Defendants 3 and 4‘s standing to be sued in separate written briefs such that, after the Hearing, the Tribunal could decide on that issue. Upon analyzing the written briefs and having heard the parties during the Hearing, the Arbitral Tribunal is now in a position to render a decision on the Defendants 3 and 4‘s standing to be sued, and, to that end, enters this award.
13.
This award takes the form of a partial award ["the Partial Award"] whenever a final decision is entered as to jurisdiction of the Tribunal, which must subsequently render one or more awards "including a final award" in reference to the merits of the issue.

2. The Contract

14.
On March 28, 2007, GTI, as buyer, and VLOG and VoloDB, as sellers, signed a Contract for the Purchase and Sale of Share Control of VRG Linhas Aéreas S/A and Other Covenants [the "Contract"]. The Contract was signed by the following parties: VLog, Volo DB, GTI, Gol Linhas Aéreas Inteligentes S/A ["Gol"] and VRG.

3. Corporate Structure of the Defendant Companies

15.
The Defendants have the following corporate structure

- Defendant 3 is a company that was created by Defendant 4 and is owned by it;

- Defendant 3, in turn, was created Volo DB; in this company, Defendant 3 initially held 20% of the voting shares, while 80% of the remaining voting shares had been subscribed to by the Brazilian Shareholders; Defendant 3, additionally, subscribed to and paid for 100% in Defendant 2‘s preferential shares;

- Defendant 2, lastly, is the holder of 100% of the shares in Defendant 1; in turn VLOG owned, before signing the Contract, 99% of the capital of VRG, a Brazilian company engaged in air transport.

16.
In flowchart format, the initial corporate structure could be demonstrated as follows:

4. The Arbitration Agreement

17.
The Contract contains, in Section Fourteen thereof, an arbitration agreement [the "Arbitration Agreement"], which reads as follows:

"Section Fourteen

Arbitration, Applicable Law and Election of Venue

Section 14.1—All conflicts deriving from or related to this instrument, among others, those involving its validity, efficacy, violation, interpretation, term, termination and the consequences thereof, shall be resolved by arbitration, pursuant to the terms of Law No. 9,307/96 Arbitration Law"), in conformity with the following terms.

Section 14.2—The dispute shall be submitted to the ICC ("ICC") in accordance with the Regulations thereof ("Regulations"), in effect on the date of the request to institute arbitration.

Section 14.3—The hearings, petitions and documents in the arbitration shall be conducted and drafted in Portuguese and, if requested by one of the parties or by the arbitrator, there shall be simultaneous translation into English. The place of arbitration shall be the city of São Paulo.

Section 14.4—Unless there is more than one plaintiff or defendant, in which case the plaintiffs, jointly, and the defendants, jointly, shall therefore appoint one arbitrator, the dispute must be reviewed and decided on by 3 (three) arbitrators, each one of them independent and impartial (the "Arbitral Tribunal") with each of the Parties being responsible for appointing one arbitrator within the term provided for in the Regulations, a term which may not exceed 20 days. The two arbitrators indicated above shall appoint by joint agreement the third arbitrator, who shall function as the President of the Arbitral Tribunal. In the event that the 02 (two) arbitrators appointed by the Parties fail to appoint a third arbitrator within the term of 10 (ten) days counted from the date when the last of the 2 (two) arbitrators was appointed, or, if one of the parties involved fails to appoint its arbitrator, then the ICC shall be responsible for appointing the third arbitrator.

[...]."

18.
In accordance with Section 14.3 of the Contract, the language of arbitration is Portuguese and the place of arbitration is the city of Sao Paulo, Brazil.

5. Commencement of the Arbitration and the Prima Facie Objection

19.
The Plaintiff submitted the Request for Arbitration versus Defendants 1, 2, 3 and 4 on January 2, 2008 to the Secretariat of the ICC Court.
20.
In response to this request, on February 1, 2008, Defendants 3 and 4 submitted, pursuant to the terms of Article 6 of the Arbitration Regulations of the ICC Court ["the ICC Regulations"], a written brief containing a Prima Facie Issue "Subjective Limitation of the Arbitration Agreement [...]".
21.
The prima facie issue introduced by Defendants 3 and 4 was disputed by the Plaintiff on February 25, 2008 upon submission of a "Reply to the Prima Facie Issue of Objection Ratione Personae to the Jurisdiction of the Arbitration Agreement."
22.
Defendants 3 and 4 replied on March 3, 2008. In turn, the Plaintiff presented on March 10, 2008 a -Rebuttal to the Prima Facie Issue of the Objection Ratione Personae."
23.
Once all of the arguments had been submitted, the Court did, in its session of March 21, 2008, being convinced, prima facie, of the possible existence of an arbitration agreement in conformity with the ICC Regulations, decide that this arbitration could proceed against all Defendants, including Defendants 3 and 4. Since this decision is administrative in nature, the Arbitral Tribunal must still decide on its own jurisdiction, in accordance with Article 6(2) of the ICC Regulations, which it does in this Partial Award.

6. Establishment of the Arbitral Tribunal

24.
In the session of May 16, 2008, the Court appointed Pedro Antônio Batista Martins and Gustavo José Mendes Tepedino as co-arbitrators. At the same session, the Court appointed Juan Fernández-Armesto as President. The aforementioned appointments took place in accordance with Article 10(2) of the ICC Regulations.

7. Terms of Reference

25.
On July 28, 2008 a hearing took place for the purpose of signing the Terms of Reference, based on the drafts previously exchanged between the parties and the Arbitral Tribunal, and discussing the contents of Procedural Order No. 1 and the Provisional Timeline.
26.
The Terms of Reference presented at the hearing for signing were drafted with the participation of all parties, but at the time of signing the Defendants decided, for the reasons reproduced in the minutes of the aforementioned hearing, not to sign it. Due to this, the Terms of Reference were submitted for the Court‘s approval process prescribed in Article 18(3) of the ICC Regulations and were effectively approved at the session of September 12, 2008.

8. Bifurcation of the Arbitral Proceeding

27.
In Procedural Order No. 2, the Arbitral Tribunal stipulated that the parties' claims should be divided into two major categories: (i) the issue of the Defendants 3 and 4‘s standing to be sued and (ii) the merits of the issue which, in essence, consists of determining the price adjustment prescribed in Section 5.1 of the Contract1, which must be addressed in separate written briefs and which would follow its processes in parallel, although simultaneously in time.

9. Submission of the Written Briefs

28.
Complying with the terms of Procedural Order No. 2, the parties submitted written briefs on the Defendants 3 and 4‘s standing to be sued on October 22, 2008, and the replies were submitted by the Plaintiff on November 6 and by the Defendants on November 7, 2008.

10. Hearing

29.
On December 15 and 16, 2008, a hearing took place in the context of this arbitration [the Hearing"]. The agenda of the Hearing, set in Procedural Orders No. 2 and 4 included, among other things, the issue of the Defendants 3 and 4‘s standing to be sued. Additionally, in Procedural Order No. 2, the Arbitral Tribunal indicated that, after the Hearing, it could decide on the Defendants 3 and 4‘s standing to be sued.
30.
The contents of the Hearing were recorded and duly transcribed; additionally the Minutes were drafted, signed by the President of the Arbitral Tribunal and the Administrative Secretary, dated December 26, 2008.

11. Request for Production of Additional Documents

31.
During the Hearing, the Tribunal asked the Plaintiff and Defendants 1 and 2 to produce, by December 29, 2008, the drafts of the Contract negotiation (among other documents). The Tribunal set a term, which expired by January 15, 2009, for the parties to produce arguments on the contractual drafts submitted by the opposing party. At the aforementioned date, the parties effectively produced their arguments on this issue.

12. Defendant 1’s Request for Judicial Reorganization

32.
On March 9, 2009 the Plaintiff submitted a notice, C 24, whereby it informed the Arbitral Tribunal that Defendant 1 had submitted a request for judicial reorganization to the First Circuit Court of Bankruptcies and Court Reorganizations [Juízo da Primeira Vara de Falências e Recuperações] of the Central Court Hall of the District of Sao Paulo "in which [Defendant 1] recognized to have an operational liability of R$370,000.00". The Defendants submitted their arguments in reference to this matter, R 1-2 27 and R 3-4 15, on March 17, 2009.

13. Term for Issuing the Award

33.
The Arbitral Tribunal provides, under the terms of Article 24 of the ICC Regulations, for an initial term of six months for issuance of a final award upon notification by the Secretary to the Arbitral Tribunal of the Court‘s approval of the Terms of Reference. Notice was served on September 15, 2008, such that the initial term for issuing a final award would expire by March 15, 2009.
34.
Article 24 (2) of the ICC Regulations allows the ICC Court to extend the term for the Arbitral Tribunal to issue the final award, which it did on March 12, 2009, granting the Arbitral Tribunal and additional term of up to June 30, 2009 to issue the final award.
35.
Therefore, this Partial Award is issued within the aforementioned term.

III. THE PARTIES’ MOTIONS

1. Plaintiff

36.
The Plaintiff requested in the Terms of Reference, as concerns the issue of the Defendants 3 and 4‘s standing to be sued, "preliminarily, acknowledgment that the Arbitral Tribunal has jurisdiction to review and rule on the dispute, not only in respect to the parties that signed the Contract, but also to VoloL and Matlinpatterson Funds, which shall be bound to the decision of the Arbitral Tribunal."
37.
Subsequently, the Plaintiff reaffirmed its wish2 for "acknowledgment by this Arbitral Tribunal of its jurisdiction to review and rule on the dispute, not only in respect to VLOG and VoloDB, but also to VoloL and the Mattlinpatterson Funds which shall be bound to and liable for honoring the Price Adjustment agreed to."

2. Defendants 1 and 2

38.
Defendants 1 and 2 did, after concluding3 that it was "impossible for the Plaintiff to make any unilateral Addendum to the Contract, including to include Defendants 3 and 4 in the arbitral proceeding now in question," affirm their understanding that "Defendants 3 and 4 must be excluded prima facie from the arbitral proceeding at issue."

3. Defendants 3 and 4

39.
In short, Defendants 3 and 4 understand4 that "they have been included in this arbitral proceeding notwithstanding the fact that they were not signatories of the arbitration agreement on which it is based" and declare that "they do not recognize the jurisdiction of the Arbitral Tribunal and reserve the right to oppose the decisions entered by it, provided that neither the signing of the Terms of Reference5 nor the practice of any act relating to the arbitral proceeding at issue entails a waiver to such right."
40.
They add6 [a motion to the effect] that "Defendants 3 and 4’s lack of legal standing to appear [as defendants] in the aforementioned arbitral proceeding should be recognized prima facie," and reiterate, furthermore, that they are not a party to the contract that contains the arbitration section, and that the arbitral tribunal therefore does not have jurisdiction over Defendants 3 and 4, and Defendants 3 and 4 do not agree that the issue of arbitral jurisdiction should be decided by the arbitrators."
41.
Lastly, Defendants 3 and 4 maintained7 that they should "be immediately excluded from this arbitral proceeding" and furthermore reaffirmed that, despite their declaration, "they in no way waive, and hereby expressly reserve the right to request that the courts review and rule upon the issue of the Arbitral Tribunal's jurisdiction in any future judicial proceeding [...]".

IV. THE ARBITRAL TRIBUNAL’S REVIEW OF THE FACTS AND ALLEGATIONS

42.
The Plaintiff basically presents two arguments to defend the Defendants 3 and 4‘s legal standing to be sued: first, it argues that Defendant 4 did, having signed the aforementioned "Addendum 5" to the Contract, become a signatory to the Arbitration Agreement, even though it was not a direct signatory of the Contract (1). Secondly, it argues that, even though they were not signatories of the Arbitration Agreement, both Defendants 4 and 3 were bound to the Arbitration Agreement, which is why it becomes necessary to pierce the corporate veil of Defendants 1 and 2 (2). This second argument is supplementary in nature with respect to Defendant 4 and principal with respect to Defendant 3. Both arguments shall be analyzed below.

1. Defendant 4 As Signatory of the Arbitration Agreement

43.
It is an indisputable fact that, when, on March 28, 2007 the Contract was signed, Defendant 4 was not included among the parties that appear on its letterhead8 and that it did not sign the last page of the Contract that was reserved for signatures.9 The only parties to sign were Defendants 1 and 2 (VLog and Volo DB), as sellers and GTI, as buyer.10
44.
The Contract is not the only instrument that the parties involved in this arbitration signed on March 28, 2007. On that same day five Addenda to the Contract were signed (with an additional Addendum signed on April 12, 2008), which were entitled -Addendum Nos. SL/VRG/ 001 to 006"11 ["Addendum 1," "Addendum 2" etc., hereinafter referred to jointly as the "Addenda"]. The principal argument of the Plaintiff to defend the Tribunal's jurisdiction with respect to MatlinPatterson is that it signed Addendum 5 to the Contract and that, consequently, it was incorporated into the Contract and bound to the Arbitration Agreement contained therein.
45.
The common characteristics of the Addenda are as follows:

- Their form is that of a brief letter addressed to GTI and signed by Defendants 1 and 2 (except in the case of Addendum 5, which will be analyzed below).

- The Addenda refer to the -Contract for Purchase and Sale of Share Control of VRG Linhas Aéreas and Other Covenants" and each Addendum makes reference to a specific section of the Contract, the content of which it complements or modifies.

- In order for the Addenda not to be confused with a unilateral statement of will, they are also signed by the buyer GTI and its parent company GOL, to express that they are "In Agreement."

- All of the Addenda include, at the end, the following phrase: "Finally, we point out that with your "Agreed" [hereunto affixed], this instrument shall lawfully constitute a firm and valid commitment by and between the parties, including in supplementation to the terms of the above-captioned Agreement."

- And in order to certify the content of the Addenda, Diana A.M. Sánchez and Neide Vitoriano Lima, who also sign the Contract, sign each one of them as witnesses.

Addendum 5

46.
The only additional specificity of Addendum 5,12 which now concerns us, with respect to the other Addenda, is that it is signed not by Defendants 1 and 2 but rather by the Brazilian Shareholders, and by Defendant 4. It is important to recall that at no time did Defendant 4 call into question the authenticity of its signature in Addendum 5, nor the authority of the person who acted on its behalf.
47.
As for its content, Addendum 5 reproduces the scheme already seen in the other Addenda, and specifically refers to Section 11.1 of the Contract. In that section, Defendants 1 and 2 assume a non-competition commitment for a term of three years; what Addendum 5 does is extend the non-competition commitment to the Brazilian Shareholders and to Defendant 4. Addendum 5 reads as follows:

"(...) the signatories of this instrument [the Brazilian Shareholders and Defendant 4], hereby undertake not to perform, for a period of 3 (three) years following the grant of ANAC's prior approval, under the terms of Section 9.2 of the aforementioned Contract, any of the following acts: (i) participating, directly or indirectly, either as shareholders or quotaholders or usufructuaries, or in the performance of positions of management, administration or consulting, or, lastly, as employers, service providers or independent contractors, in any companies, business or undertakings that operate in Brazil in VRG’s sector of business, in other words, regular air transport of passengers within the national or international scope, or (ii) persuading or soliciting any person employed and or under contract by VRG and/or by GTI and/or by its Affiliates, to leave this job or rescind this contractual obligation for any reason or purpose whatsoever that involves violating the other stipulations contained herein."

48.
What is the legal transcendence of the fact that Defendant 4 was a party to Addendum 5?
49.
As already indicated, Defendant 4 and the Brazilian Shareholders signed and submitted Addendum 5 to the Plaintiff and to Gol, and they received it and signed it indicating their "Agreement." The consequence of this exchange of declarations of will is that Defendant 4 and the Plaintiff became contractually bound "the very text of Addendum 5 acknowledges this ("this instrument shall represent...firm and valid commitment between the parties"). These declarations of will caused Defendant 4 to be integrated into the contractual relationship that was initially established between the Plaintiff and Defendants 1 and 2. The content of this insertion is twofold:

- On the one hand, the non-compete obligation assumed by Defendant 4 and by the Brazilian Shareholders;

- In addition to this, Addendum 5 integrates the signatories into the contractual relationship established by the Plaintiff and Defendants 1 and 2, which is validated by the unequivocal expression "including in supplementation to the terms of the Agreement."

50.
What is exactly meant by the provision "including in supplementation to the terms of the Agreement"? Addenda are normally very short documents, the content of which defines the creation of a specific commitment". Therefore, the Addenda signed as a supplement to the Contract include this expression, the purpose of which is to have reproduced in each Addendum all of the terms and conditions contained in the principal Contract; therefore, the regulatory schematic of the Addendum is supplemented with the more extensive and complete schematic of the Contract.
51.
Included among the terms and conditions originally granted in the Contract is the Arbitration Agreement, which now, by thus providing for Addendum 5, is understood to also extend to the contractual obligation between the Plaintiff and Defendant 4. Thus it should be understood that Addendum 5 contains an arbitration agreement with the following content:

"1. All conflicts deriving from or related to this instrument, among others, those involving its validity, efficacy, violation, interpretation, term, termination and the consequences thereof, shall be resolved by arbitration, pursuant to the terms of Law No. 9,307/96 "Arbitration Law"), in conformity with the following terms.

2. The dispute shall be submitted to the ICC ("ICC") in accordance with the Regulations thereof ("Regulations"), in effect at the date of the request to commence arbitration.

3. The hearings, petitions and documents in the arbitration shall be conducted and drafted in Portuguese and, if requested by one of the parties or by the arbitrator, there shall be simultaneous translation into English. The place of arbitration shall be the city of Sao Paulo.

4. Unless there is more than one plaintiff or defendant, in which case the plaintiffs, jointly, and the defendants, jointly, shall therefore appoint one arbitrator, the dispute must be analyzed and decided on by 3 (three) arbitrators, each one of them independent and impartial (the "Arbitral Tribunal") with each of the Parties being responsible for appointing one arbitrator within the term provided for in the Regulations, a term which may not exceed 20 days. The two arbitrators indicated above shall appoint by joint agreement the third arbitrator, who shall function as the President of the Arbitral Tribunal. In the event that the 02 (two) arbitrators appointed by the Parties fail to appoint a third arbitrator within the term of 10 (ten) days counted from the date when the last of the 2 (two) arbitrators was appointed, or if one of the parties involved fails to appoint its arbitrator, then the ICC shall be responsible for appointing the third arbitrator."

The Subjective Limits of the Jurisdiction of the Arbitral Tribunal

52.
Thus, the Arbitral Tribunal notes that, through Addendum 5, there is a valid Arbitration Agreement between the Plaintiff and Defendant 4, which was signed by the signatories of the Contract and its Addenda, to resolve through arbitration all disputes arising between the members of the contractual relationship. Therefore, the Tribunal's jurisdiction, the subjective limits of which are the parties of the contractual relationship, has an objective limit, as the Arbitration Agreement requires in conflicts pertaining to any issues "deriving from or related to" the contractual relationship.
53.
The subjective limits of jurisdiction present no doubt whatsoever, since both the Plaintiff and Defendant 4 signed Addendum 5, and it is thus certain that there is a contractual relationship between them.
54.
The objective limit of jurisdiction merits a more detailed analysis.

The Objective Limits of the Jurisdiction of the Arbitral Tribunal

55.
The jurisdiction of the Tribunal objectively extends to any conflict "drived from or related to" the Contract (rectius, contractual relationship formed by the original Contract and its Addenda), independently of the content of the obligations assumed by each of the parties in the contractual relationship (matter to be defined in the decision on the merits). Consequently, the determining issue involves analyzing whether one of the claims of the Plaintiff is "drived from or related to" the contractual relationship.
56.
In order to respond to this question, the Court must analyze (a) what the conflict that arose between the parties was and (b) whether such conflict "is derived from or related to" the contractual relationship.

(a) The Nature of the Conflict

57.
The conflict that arose between the parties derives directly from performance under the Contract for the purchase and sale of control of VRG. In essence, the Plaintiff requests that the Arbitral Tribunal uphold the price adjustment provided for in Section 5.1 of the Contract "ordering the Defendants to pay the amount to be verified by the Arbitral Tribunal.13 All of the Defendants oppose the Plaintiff s claim and ask that it be declared inadmissible.

(b) Derived from or Related to

58.
The second issue consists of determining whether said conflict "is derived from or related to" the contractual relationship. The words used in the Arbitration Agreement are clearly influenced by the standard ICC arbitration section, recommended by the ICC itself: "All disputes arising from this contract or related to it shall be definitively resolved by [ICC arbitration]." The criteria developed for interpreting the standard ICC section may be extended without difficulty to the arbitration section agreed to in this case.
59.
International case law and legal doctrine have held that the wording "disputes arising from or related to" confers "to use the words employed by one of the best known writers of legal treatises "the widest possible jurisdiction on the Arbitral Tribunal."14 The same idea was accepted by U.S. courts in a decision in the year 1988:15

"The International Chamber of Commerce recommended clause which provides for arbitration of 'all disputes arising in connection with the present contract’ must be construed to encompass a broad scope of arbitrable issues. The recommended clause does not limit arbitration to the literal interpretation or performance of the contract. It embraces every dispute between the parties having a significant relationship to the contract regardless of the label attached to the dispute".

60.
In the case before us, there is no evidence whatsoever that when Defendant 4 signed Addendum 5, by which it made itself subject to the Arbitration Agreement, it intended to limit the scope of the arbitration to disputes related to the non-competition clause. MatlinPatterson is an experienced international legal operator. As the Sao Paulo 17th Civil Court Judge stated: "The parties are persons with excellent financial and legal advice, with solid training and experience in the market. It cannot be presumed that the contracts do not represent their intent."16 Even though Defendant 4 was not a party to that action, the same could be said about Defendant 4, that in agreeing to an arbitration agreement as broad as the one contained in the Agreement, it had to be aware that it was agreeing that any dispute related to the Agreement that, hypothetically, GTI might raise, would necessarily have to be decided through arbitration. If Defendant 4 had desired another solution such as, for example, that only disputes regarding the non-competition clause would fall within the scope of arbitration, it would have to have insisted on the insertion of a limited arbitration agreement in Addendum 5. In not having done so, and in having agreed to an arbitration agreement with unlimited content, Defendant 4 obligated itself to submit to arbitration all the disputes that the Plaintiff should raise, whether such disputes should arise directly from the non-competition clause, or whether they should arise from any other issues related to the principal Agreement.
61.
In sum: the action brought by the Plaintiff pertains to performance of the Agreement. The Arbitration Agreement mandates that all disputes pertaining to the contractual relationship are to be decided through arbitration. In international practice, not even the presumed intent of the parties justifies making a restrictive interpretation of this requirement. Consequently, once it has been established that Addendum 5 is part of the contractual relationship between the parties, any dispute that arises between them in regard to the performance of their contractual obligations "whether under the principal Agreement, or under an Addendum" is subject to the Arbitration Agreement provided by Section 14 of the principal Agreement.
62.
Addendum 5 signed by the Plaintiff and Defendant 4 is an integral part of the principal Agreement and, for that reason, all the parties that are signatories to both instruments are subject to the Arbitration Agreement provided by the principal Agreement, without that conclusion signifying, evidently, that all the parties are bound by each of the obligations provided under the contractual relationship.
63.
The foregoing makes imperative the conclusion that the Arbitration Tribunal has jurisdiction to decide the dispute between the Plaintiff and Defendant 4.

No Prejudgment

64.
The jurisdiction of the Tribunal "which under the Arbitration Agreement is binding upon all the signatories to same, without distinction, with respect to disputes arising from or related to the content of the contract" is not to be confused with the merits of the dispute, in terms of the extent, the liabilities, and the effects of the obligations assumed by each of the parties, which are to be decided at the end of the arbitration proceeding.
65.
The decision of this Tribunal, which rules that it has jurisdiction to hear this dispute, absolutely does not prejudice its decision as to the merits of the issue. The decision adopted in this Partial Award does not analyze, much less prejudge the legal grounds on which Defendant 4 is to be held liable (as the Plaintiff claims) for the (alleged) price adjustment obligation provided by the Agreement. The latter issue pertains to the merits of the dispute, and the Tribunal will only be in a position to address that issue after the conclusion of an evidentiary proceeding.

2. Defendant 3 is Bound to the Contract due to the Piercing of the Defendants 1 and 2’s Corporate Veil

66.
For the reasons set forth, the Arbitration Tribunal arrived at the conclusion that Defendant 4, in signing Addendum 5, made itself subject to the arbitration agreement present in the Agreement and that, consequently, the Arbitration Tribunal has jurisdiction to decide the dispute that the Plaintiff brought against it. For this reason, it becomes unnecessary to analyze Defendant 4‘s position in this section.
67.
The situation regarding Defendant 3, Volo Logistics, is radically different from the situation of Defendant 4. Volo Logistics at no time signed the Agreement, nor even any of the Addenda, nor did it agree to the Arbitration Agreement. This fact is not the subject of dispute among the parties. Despite that fact, the Plaintiff petitions the Tribunal to rule that it has jurisdiction over Volo Logistics. This petition raises one of the most controversial issues in Arbitration Law: the extension of an arbitration agreement to apply to a non-signatory third party.

Iuris Tantum Presumption

68.
Caution must be the point of departure for deciding this type of claim. In general, legal systems require that arbitration agreements be in writing and that consent be demonstrated by the signing of a written document.17 This is the case because it is presumed that a person is only obligated to resolve disputes through arbitration "agreeing to set aside its fundamental right to bring action in courts of law" when it clearly expresses its intent to be subject to arbitration, by signing an arbitration clause. In this case, Volo Logistics did not do so, and the iuris tantum presumption must be that it is not bound by Section 14 of the Agreement, and that it cannot be "dragged" into this proceeding against its will.

Exception to the Iuris Tantum Presumption

69.
The presumption, as has been stated, is iuris tantum, which is to say, there are exceptional circumstances in which the presumption is overturned, with the consequence that it is possible to include in the arbitration third parties that have not formally signed the arbitration clause.
70.
There are two typical instances in which this presumption can be overturned: the first type of circumstance "which is easier to decide" arises when a third party, despite not having signed the agreement, wishes to participate in the arbitration, whether as a plaintiff or as a defendant. There is, then, an intention and desire to participate, even though it is expressed tardily, subsequent to the signing of the arbitration clause. The decision par excellence on this type of third party participation in an arbitration is the well-known arbitration award in the Dow Chemical case.18 A second circumstance occurs when no such desire and intention exists. Defendant 3‘s position pertains to this circumstance. What the Plaintiff petitions is that the Tribunal extend its jurisdiction to a third party, which did not sign the Agreement and which directly opposes that petition. The decision in Dow Chemical would never be applicable.19
71.
In fact, in this case there are two theoretically possible ways to justify the extension of this Tribunal's jurisdiction to Defendant 3 "and these ways are not mutually exclusive:20 (A) the first consists of deeming that Defendant tacitly consented, by participating in the negotiation and implementation of the Agreement; and (B) the second is based on the existence of a group of companies, with the abuse of corporate status, which would permit the lifting of the corporate veil.
72.
The Tribunal shall hereinafter analyze tire two means, once it has determined the applicable law. In the case before us, there is no doubt whatsoever that the legal system that must be applied is the Brazilian legal system. The Agreement states in very clear terms that the law applicable to the matter is Brazilian law (Section 14.6), the place of the arbitration is Sao Paulo (Section 14.3), and the parties expressly agreed to submit to the Brazilian Arbitration Law (Section 14.1).

A. Was There Tacit Consent?

73.
In order for this theory to be successfully applied, in order for a party to be bound by an arbitration agreement through tacit consent, it is necessary, first of all, that the applicable law, in this case, Brazilian law, so allow. The issue was the subject of a dispute between the parties, hence Arbitration Tribunal Arbitration Law requires that the arbitration agreement be adopted in writing.21 The requirement for a written agreement is not circumscribed to Brazilian Law, and instead results from Article 7(2) of the UNCITRAL Model Law, which has been incorporated into all legal systems that adopt this model.
74.
Is it possible that, despite the legal requirement for a written document, a person can be bound by an arbitration agreement, by simply expressing its consent tacitly?
75.
The response must be partially in the affirmative: the formal requirement as to form has been met, given that the section was recorded in writing; the consent of a third party, however, may be expressed implicitly,22 by conclusive acts and actions that unequivocally demonstrate23 its desire and intent to be subject to an arbitration agreement.

The Trelleborg Decision

76.
What is the position of Brazilian case law in this matter?
77.
The Defendants cite cases in which Brazilian courts denied enforcement of an award, because the agreement was verbal24 or no agreement existed.25 These decisions, in reality, are not applicable to the case before us, given that there is a written clause, and that the Plaintiff is petitioning for its extension to a non-signatory third party. This is precisely the factual substratum where the Trelleborg26 case cited by the Plaintiff is located: Trelleborg Industria AB had not signed the contract with an arbitration clause. Nevertheless, the court held that it was bound because "on various occasions it has demonstrated its connection to the matter at issue in this case" (it participated in the letter of intent, sent a letter with the terms of the negotiation and, in the English version of the contract, appeared as a signatory party). Therefore, the court concluded that "The case record shows that, despite the absence of the signature of the appellant 'Trelleborg Industria AB‘, given the abundant existing documentation, the legal relationship among the parties is more than evident, and results from jointly executed business deals, in which the active participation of the appellant 'Trelleborg Industria AB‘ can be observed."
78.
The Trelleborg decision agreed that, if a company signed a written arbitration agreement, the latter also applies by extension to its controlling parent company, if the latter has demonstrated its connection to the matter at issue in the case." In other words, in order to benefit from the Trelleborg doctrine, the Plaintiff would have to prove that Defendant 3 tacitly but unequivocally expressed its desire and intention to accept the arbitration agreement contained in the Agreement.

Did Defendant 3 Demonstrate Tacit But Unequivocal Intent?

79.
The Plaintiff responded in the affirmative to this question, and argued that the proven facts actually demonstrate that said declaration of intent occurred. Let us examine in detail the allegations in this regard.

(a) The Volo DB Shareholder Meeting

80.
First of all, the Plaintiff stated that Volo Logistics expressed its intention to agree to the arbitration agreement, by voting in favor at the VoloDB Shareholder Meeting held on March 28, 2007. On that date, the VoloDB Shareholder Meeting approved the signing of the Agreement by a unanimous vote of all the shareholders—including, therefore, Defendant 3.
81.
The Tribunal does not agree with the Plaintiff s arguments.
82.
It is one thing to vote as a shareholder in favor of the company in which it holds an equity stake signing a contract with an arbitration clause, and it is quite a different thing for the shareholder to be personally obligated as a consequence of said vote. Volo Logistics limited its actions to voting in favor of a proposed company decision "it is not possible to infer from that vote an intention to be personally subject to the Arbitration Agreement. The Plaintiff's argument, in a reductio ad absurdum, would cause all the shareholders to be directly and personally subject to all the arbitration agreements that are signed by their companies, unless they voted against the proposal" a conclusion that is unacceptable in every respect.

(b) Defendant 3‘s Participation in the Negotiation and Enforcement of the Agreement

83.
Secondly, the Plaintiff argued that Defendant actually participated in the negotiations for the Agreement, by sending electronic mail messages and participating at various meetings with the Plaintiff, and Mr. Lap Wai Chan was a particularly prominent actor. The Plaintiff alleged that representatives of Defendant 3 conducted the negotiations for the clauses of the agreement (including the arbitration clause), they were the ones who prepared and presented the structure of the agreement to be executed, indicated the payment terms for the quotas, and in addition, participated in the implementation of the Agreement.
84.
Here, again, the Arbitration Tribunal does not agree with these arguments by the Plaintiff.
85.
In the first place, the party that actively participated in the negotiation and implementation of the Agreement was Defendant 4 "of which Mr. Chan was the manager" not Defendant 3. There is no evidence in the case records that Volo Logistics "simply a holding company" directly took part in the events that preceded the signing of the Agreement or in the events that led to its implementation.
86.
Furthermore, in the opinion of the Tribunal, it is not possible to infer from the actions carried out by Defendant 4, which were directly attributed to Defendant 3, Volo Logistics' tacit intent to agree to the Agreement and to make itself subject to the Arbitration Agreement. It is very common in business practice for the managers of a parent Finn to participate in the negotiations and, nominally, in the execution of an agreement adopted by its subsidiary. It is not possible to infer from said participation the parent Finn's tacit intent to obligate itself jointly along with the subsidiary. Moreover, it is possible to have the opposite understanding, if, despite having participated in the negotiations, it did not sign the Agreement: the tacit intent which can be inferred from this conduct is that it did not wish to obligate itself. And that the other party to the contract, aware of the existence of the parent firm, agreed that the latter was exempted from liability.
87.
According to the evidence produced, this is what happened in the case before us. Defendant 4 signed Addendum 5, and in doing so made itself subject to the arbitration agreement contained in the Agreement. Messrs. Gallo, Haftel, and Audi, the Brazilian Shareholders of Defendant 2, did likewise. In contrast to the latter, Defendant 3 did not sign any Addendum, nor did it sign the Agreement. Why is it that it happened this way? The parties entered into the case record specific evidence regarding this question: the various drafts of the Agreement exchanged by the parties.27 It can be seen in the content of same that the parties discussed the possibility of including Defendant 3 in Section 7.2 of the Agreement, which governs contractual responsibilities, and in the end they decided not to include it.
88.
This therefore requires one conclusion: at a given point in the negotiations, there was a discussion of the proposal that Defendant 3 also sign the Agreement or the Addenda, and the parties, for whatever reason, rejected that possibility.
89.
In summary, the Tribunal concluded that Defendant 3 in no time, either expressly or tacitly, expressed the intention to make itself subject to the Arbitration Agreement.

B. Is Lifting of the Corporate Veil Applicable?

90.
There is also a second means, independent of the existence of presumed intent, to extend the arbitration agreement to a non-signatory third party. That means requires existence of a group of companies and abuse of corporate status by the dominant company, which would consequently allow the lifting of the corporate veil.
91.
The parties do not produce any Brazilian case in which the doctrine of the lifting of the corporate veil was applied pursuant to an arbitration agreement. However, there are court decisions in other jurisdictions. Well known is the decision of the Southern District Court of New York in the case Smoothline Ltd. v. American Foreign Trading Corp.,28 in which the parent firm had drained the subsidiary, which had in turned signed the arbitration agreement, by means of inter-company transfers at excessive prices, and the Southern District Court held that these actions were fraudulent and sufficient to lift the corporate veil, and require the parent firm to participate in the arbitration formalized under the arbitration agreement signed by its subsidiary.
92.
Despite the lack of Brazilian case law, the Tribunal does not harbor doubts that Brazilian law would allow arriving at conclusions similar to those reached by the Southern District Court in the Smoothline case. As Prof. Olavo Batista assertively pointed out in his opinion,29 the legal grounds must be based on existence of a sham transaction, as defined and described in Article 167 of the Brazilian Civil Code ("C.C’]"

"Asham transaction is null and void, but that which was concealed shall remain in effect, if it is valid in both substance and form."

§ 1 - Legal transactions constitute a sham when:

I- they appear to grant or transfer rights to persons other than the persons to which they are actually granted or transferred;

II- they contain a statement, admission, condition or clause that is not truthful;

III- the private instruments were backdated, or postdated.

§ 2 The rights of third parties acting in good faith are preserved vis-à-vis the counterparties in a sham legal transaction."

93.
Was there a sham transaction in the case before us? In the Plaintiffs opinion, the Defendant engaged in a double sham:
94.
(a) First of all, due to the fact that Defendant 3 did, during the years 2006 and 2007, enter into a series of loan agreements granting loans to VRG and its controlled companies, in the total amount of at least 88 million dollars; on December 8, 2006 and June 12, 2007, VLOG assumed the debt resulting for the aforementioned loan agreements, and obligated itself to repay same;30
95.
(b) Secondly, due to the Volo DB's capital structure that Defendants 3 and 4 imposed, which was stated previously, Volo Logistics held 20% of the voting shares, whereas 80% of the remaining voting shares were subscribed by the Brazilian Shareholders; in addition, Volo Logistics subscribed and paid in full 100% of the Volo DB preferred shares; this structure was created to avoid the application of Article 181 of the Brazilian Aviation Code ["CR"], which prohibits foreign participation in domestic airlines.31
96.
The Arbitration Tribunal does not agree with the Plaintiff s position.

(a) The Alleged Undercapitalization

97.
A shareholder may structure its financial investment in a company in which it holds an equity stake by employing very different legal formulas: among others, it is possible to employ capital contributions, anonymous investments, subordinate loans or loan agreements. Each of these means grants the shareholder different rights and obligations. That one means or another is selected, that capital is contributed or supplemented with other legal entities, is a quite common, perfectly accepted practice, which does not constitute a sham transaction (because it does not meet any of the requirements for a sham defined under Article 167 of the Civil Code). In other words: a shareholder has no obligation whatsoever to make all contributions of funds to the company in the form of capital stock; it is lawful to supplement that using other legal mechanisms.
98.
It is true that if the amounts contributed as a loan may disproportionately exceed the company‘s own funds, the financial structure may enter into a situation of undercapitalization, which may lead to a possible nonperformance of obligations by the company, and that may even result in a situation of insolvency. In this regard, it is the function of Insolvency Law to hold liable a shareholder that, by permitting such undercapitalization, has caused damages to company creditors. What it does not allow "at least for as long as such damages do not materialize" is to consider the investment to be a sham, lift the corporate veil, and make Defendant 3 subject to an arbitration agreement that it never signed.

(b) The Alleged Fraud Under Article 181 of the Brazilian Aviation Code

99.
More complex is the second argument presented by the Plaintiff. If the company structure had been designed to circumvent the application of Article 181 of the Brazilian Aviation Code, we would actually be faced with a sham and fraudulent transaction. In that event, the proverb "faus omnia corrumpit" [fraud corrupts everything] would allow lifting the corporate veil. The reason is that anyone who creates a legal fiction for the purpose of violating a mandatory provision of law cannot use that same fiction to hide behind it and make itself exempt from liability.
100.
The presumable violation of Article 181 of the Brazilian Aviation Code is based upon a legal action in course in the Sao Paulo Civil Court Division 17, which the Brazilian Shareholders brought against Volo DB, and which petitions for the partial dissolution of Volo DB, with the exclusion of the shareholder Volo Logistics, plus payment of indemnification. Volo Logistics contested the action and filed a cross-action, and as a consequence of the lawsuit, a series of court decisions were rendered. In none of the aforementioned decisions32 did the Civil Court 17 make a provisional assessment of the conduct of Volo LLC in organizing Volo DB with the Brazilian Shareholders:

"A was set forth in the prior decision, the body of evidence, during the evidentiary phase of the proceeding, indicates that the parties partnered to organize the companies. The [Brazilian Shareholders] were inserted into the company for the purpose of, in principle, enabling compliance with Article 181 of the Brazilian Aviation Code. The [Brazilian Shareholders] were not admitted into the company with a financial contribution. The suggestion that is inferred from the body of evidence is that [Volo Logistics], in collusion with the [Brazilian Shareholders], did this, in principle, for the purpose of, if you will, circumventing the aforementioned Article and thereby obtaining the concession."

101.
In response to this allegation by the Plaintiff, the Defendants alleged33 that Article 181 of the Brazilian Aviation Code is no longer in effect, because it was repealed by Constitutional Amendment No. 6, which established equality between a domestic company with domestic capital and a domestic company with foreign capital, and does not allow any form of discrimination. The Defendant initially based their opinion on the opinions of two writers of legal treatises, Modesto Carvalhosa34 and Celso Ribeiro Bastos.35
102.
The foregoing notwithstanding, the ANAC (the Brazilian National Civil Aviation Agency) issued an administrative decision upholding the opposite interpretation;36 however, this ANAC decision was the subject of a Writ of Mandamus [petitioned] by VarigLog before the 5th Federal Court Division in Brasilia. The Federal Court, accepting Varig Log's arguments, held in a preliminary decision37 that Constitutional Amendment No. 6 prevents a Brazilian company from being discriminated against on the basis of the source of its capital. In the opinion of the Federal Court, the proper interpretation of Brazilian law is that the limitation provided by Article 181 of the Brazilian Aviation Code is not applicable to a Brazilian company with foreign capital.
103.
In turn, a provisional decision by the Sao Paulo 17th Civil Court Division led to a final decision for the partial dissolution of the company with the exception of the plaintiffs, and defendants in the cross-action, Marcos Haftel and Marco Antonio Audi.38
104.
In the decision cited in the foregoing subparagraph, despite the fact that the Judge stated that "...this not lawful and proper within the strict limitations of this case to make a decision as to the validity of or proper compliance with Article 181, II of the Brazilian Aviation Code...." it nevertheless affirmed that: "...to appears that the issue is, at least for the present time, resolved, in view of the recent injunctive relief obtained by Volo Logistica in the Federal Court Division 5 for the Federal District, on the basis of the repeal of Article 181 of the Brazilian Aviation Code by Article 3 of Constitutional Amendment No. 6/95, in eliminating discrimination between a Brazilian company with domestic capital and a Brazilian company with foreign capital..."
105.
Therefore, in order to make its decision the Judge deemed the issue of compliance with Article 181 of the Brazilian Aviation Code resolved (although not in a final fashion) with grounds on the decision referred to in paragraph 102 above, thereby altering the arguments presented when he rendered the provisional decision for the dissolution of the company Volo do Brasil, Defendant 2 in the case before us.
106.
Consequently, the Arbitration Tribunal concluded that it had not been proven that Defendant 3 created the aforementioned corporate structure, which was utilized to make investments in Brazil, with the intention of evading the application of Article 181 of the Brazilian Aviation Code, nor defrauding the Brazilian legal system. Consequently, the Arbitration Tribunal is of the opinion that Defendant 3 did not engage in a sham transaction which would justify the lifting of the corporate veil.
107.
In summary : in theory, there are two ways to justify extension of arbitration jurisdiction to a non-signatory party, such as Defendant 3; the first one is based on tacit and unequivocal consent; and the second one is based on abuse of corporate status and the consequent lifting of the corporate veil. After a careful analysis, taking into account the iuris tantum presumption against extension of the arbitration agreement to non-signatories, the Arbitration Tribunal denies the Plaintiffs petition and rules that it lacks jurisdiction to decide claims made by the Plaintiff against Defendant 3.
108.
The Arbitration Tribunal issued, on October 17, 2008, Procedural Order No. 3, in which it issued, for extremely precautionary purposes, injunctive relief in accordance with the terms of Article 23 of the ICC Rules. Subsequently, the Arbitration Tribunal had the privilege of receiving and studying the arguments and allegations presented by the parties, in their briefs of October 22 and November 6 and 7, 2008, as well as at the Hearing. As a result of the aforementioned arguments and evidence, the Tribunal was able to develop its analysis, and arrive at the conclusions stated herein. At the same time as this Partial Award, the Tribunal shall issue a Procedural Order, regarding the adjustment of the injunctive relief.

V. DECISION OF THE ARBITRATION TRIBUNAL

In view of the foregoing, the Arbitration Tribunal renders this Partial Award with the affirmative opinions of co-arbitrator, Gustavo Mendes Tepedino, and the Chairman, Juan Fernández-Armesto, and with a dissenting opinion by arbitrator Pedro Batista Martins, and renders the following decision:

1. it rules that it has jurisdiction to decide on the petitions filed by the Plaintiff in this arbitration in regard to Defendant 4.

2. it rules that it lacks jurisdiction to decide on the petitions filed by the Plaintiff in this arbitration in regard to Defendant 3.

3. it defers all other decisions, including a decision as to costs, until the final award.

The Arbitration Tribunal advises the parties that it shall immediately issue a Procedural Order for the future conduct of the arbitration proceeding, which excludes Defendant 3 from this proceeding.

ATTACHMENT 1 - DEFINITION OF TERMS

Addendum 1 Addendum SL/VRG/001
Addendum 2 Addendum SL/VRG/002
Addendum 3 Addendum SL/VRG/003
Addendum 4 Addendum SL/VRG/004
Addendum 5 Addendum SL/VRG/005
Addendum 6 Addendum SL/VRG/006
Addenda The six Addenda signed in connection with the Agreement, referred to jointly
ANAC National Civil Aviation Agency
Hearing The hearing that took place in this arbitration on December 15 and 16, 2006
CBA Brazilian Aviation Code
C.C. Brazilian Civil Code
ICC International Chamber of Commerce
Agreement Agreement for the Purchase and Sale of Control of the Capital Stock of VRG Airlines S.A. and Other Agreements
Arbitration Agreement Arbitration agreement contained in Section 14 of the Agreement.
Court ICC International Court of Arbitration
Gol Gol Linhas Aéreas Inteligentes S.A.
GTI GTI S.A., original plaintiff in this
Partial Award arbitration Award that decides an issue that is
MatlinPatterson preliminary to the issue of merit Jointly, the firms MatlinPatterson Global Opportunities Partners II L.P. (USA) and MatlinPatterson Global Opportunities Partners (Cayman Islands) II L.P.
Plaintiff VRG LINHAS AÉREAS S.A.
Defendant 1 VARIG LOGÍSTICA S.A.
Defendant 2 VOLO DO BRASIL S.A.
Defendant 3 VOLO LOGISTICS LLC
Defendant 4 Jointly, the firms MatlinPatterson Global Opportunities Partners II L.P. (USA) and MatlinPatterson Global Opportunities Partners (Cayman Islands) II L.P.
ICC Rules ICC Arbitration Rules
Brazilian Shareholders Mr. Audi, Mr. Gallo, and Mr. Haftel
Mr. Audi Marco Antonio Audi
Mr. Gallo Luis Eduardo Gallo
Mr. Haftel Marcos Michel Haftel
UNCITRAL Model Law1985—UNCITRAL Model Law on International Commercial Arbitration, with Addendums adopted in 2006
VLog VARIG LOGÍSTICA S.A.
Volo DB VOLO DO BRASIL INC.
Volo Logistics VOLO LOGISTICS LLC
VRG VRG LINHAS AÉREAS S.A.
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