I&U Energo v Venkon Petrol

The Ukrainian Supreme Court left in place the Kyiv Court of Appeal's refusal to set aside an International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry (ICAC Ukraine) award against OU Venkon Petrol. Venkon said the award had to fall because an Estonian bankruptcy court had exclusive jurisdiction. It also said Supplement No. 6 containing the arbitration clause was invalid and that the award violated Ukrainian public policy. The Supreme Court rejected those points because Ukrainian law allows set-aside review only on closed statutory grounds. The contract contained a written ICAC Ukraine clause. Venkon had accepted ICAC Ukraine jurisdiction after disclosing the bankruptcy. Its public-policy arguments asked the Ukrainian court to redecide the merits.

Rule

A party that knows of a jurisdictional or procedural objection during an ICAC Ukraine arbitration must raise it there without delay. If the party continues in the arbitration and accepts the tribunal's competence, Article 4 of the Law of Ukraine on International Commercial Arbitration and Article 44 of the ICAC Ukraine Rules treat the party as having waived that objection. A later Ukrainian set-aside application cannot revive the objection by changing the label.

Background

I&U Energo and Venkon Petrol entered a diesel-fuel contract on 1 February 2024. Clause 9.5, in the version recorded by Supplement No. 6 of 10 August 2024, selected Ukrainian substantive law. It sent disputes about the contract's interpretation, content, performance, legal consequences, termination, and invalidity to ICAC Ukraine under its Rules. The arbitration clause also placed the arbitration in Kyiv and used Russian as the arbitration language.

I&U Energo filed an ICAC Ukraine claim for repayment of EUR 1,003,266 in advance payments for undelivered goods. On 27 March 2025, the Harju County Court in Estonia declared Venkon bankrupt and appointed a bankruptcy trustee. Venkon told ICAC Ukraine about the bankruptcy, but at the start of the arbitration hearing it accepted ICAC Ukraine's jurisdiction.

ICAC Ukraine issued its award on 11 June 2025. It ordered Venkon to pay EUR 1,003,266 in advance payments and EUR 19,941.17 for arbitration costs, for a total of EUR 1,023,207.17.

Venkon then applied to the Kyiv Court of Appeal to set aside the award. It argued that Estonian bankruptcy law required monetary claims against Venkon to go only to the Harju County Court, that the parties had not concluded Supplement No. 6, that ICAC Ukraine had breached the Ukraine-Estonia legal-assistance treaty, and that the award violated Ukrainian public policy. The Kyiv Court of Appeal refused the application. Venkon appealed to the Supreme Court.

The Court's Decision

The Supreme Court started from the limited nature of set-aside review. Article 459 of the Civil Procedure Code and Article 34 of the Law of Ukraine on International Commercial Arbitration allow annulment only on listed grounds. The reviewing court cannot carry out a full merits appeal. It cannot reweigh the evidence or check whether the arbitrators correctly applied substantive law.

The arbitration-agreement objection failed because the record contained a written arbitration clause. Clause 9.5, as amended by Supplement No. 6, sent the parties' contract disputes to ICAC Ukraine. The parties had signed the contract, and no court had invalidated it. The Supreme Court relied on its pro-arbitration line of authority, including case No. 920/241/19 and case No. 911/1766/22, for the principles of arbitration-agreement autonomy, competence-competence, and construing doubts in favor of validity and enforceability.

Those principles mattered in two ways. First, a challenge to the main contract does not automatically defeat the arbitration clause because the law treats the arbitration clause as a separate agreement. Second, ICAC Ukraine had power to decide its own competence, including objections to the existence or validity of the arbitration agreement. Venkon could not save its arbitration-clause objection for the Ukrainian set-aside stage after failing to preserve it before the tribunal.

The waiver point was the most concrete answer to the bankruptcy-jurisdiction argument. Venkon knew about the Estonian bankruptcy and told ICAC Ukraine about it. It then accepted ICAC Ukraine's jurisdiction at the start of the arbitration hearing. Under Article 4 of the International Commercial Arbitration Law and Article 44 of the ICAC Ukraine Rules, a party that proceeds without timely objection waives the right to rely on that objection later. The Supreme Court held that Venkon could no longer complain that ICAC Ukraine lacked jurisdiction or should have left I&U Energo's claim without consideration.

The Ukraine-Estonia legal-assistance treaty did not change the result. The treaty provision relied on by Venkon concerns access to courts and justice institutions of the contracting states. ICAC Ukraine is a permanent arbitral institution. It falls outside that treaty provision. For the arbitration question, the Supreme Court said the New York Convention had priority.

The public-policy objection also failed. Ukrainian public policy protects fundamental principles such as sovereignty, security, constitutional guarantees, and the basic legal order. Venkon did not show that the ICAC Ukraine award harmed those interests. The award resolved a private commercial contract dispute between two legal entities and ordered payment for undelivered goods. Venkon's complaints about set-off, witness evidence, Estonian bankruptcy law, and the arbitrators' contract analysis went to the merits. They fell outside the set-aside court's role.

The bankruptcy trustee's conduct reinforced the result. The trustee had told ICAC Ukraine that he would not enter the arbitration and that Venkon could act through its board member. That undercut Venkon's later procedural-capacity argument. The Supreme Court treated the dispute as a commercial contractual dispute within ICAC Ukraine's subject-matter and party jurisdiction.

Result

The Supreme Court dismissed Venkon's appeal and left the Kyiv Court of Appeal's 30 September 2025 ruling unchanged. The ICAC Ukraine award of 11 June 2025 remained in force. The Supreme Court also left the prior cost allocation undisturbed because it did not change the result on appeal.