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National Company (State X) v. (1) Company A (State Y), (2) Company B (State X), (3) Company C
(State X), Final Award, ICC Case No. 11490

Document information
Publication: ICCA Yearbook Commercial Arbitration 2012 - Volume XXXVII
Publication date: 2012
Organization: International Court of Arbitration of the International Chamber of Commerce
Case number: ICC Case No. 11490
Parties: Claimant, National Company (State X)
Respondent, Company A (State Y)
Keywords: NatCo v. CoA/CoB/CoC, NatCo vs. CoA/CoB/CoC, NCo v. CoA/CoB/CoC, NC v. CA/CB/CC, State X v. State
Y/CoA/CoB/CoC
Bibliographic Reference: 'National Company (State X) v. (1) Company A (State Y), (2) Company B (State X), (3) Company C (State X),
Final Award, ICC Case No. 11490', in Albert Jan van den Berg (ed), ICCA Yearbook Commercial Arbitration 2012
- Volume XXXVIIYearbook Commercial Arbitration, Volume 37, pp. 30 - 42
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including rights for text and data mining, AI training, and similar technologies.

Abstract
There is a dispute between the parties, which triggers arbitral jurisdiction pursuant to the arbitration clause in the contract, where a party
concedes that it owes the sum claimed but seeks postponement awaiting payment by a third party. Also, while according to the contract a
consortium was to pay claimant, the parties to the consortium, which was established as a partnership association, were jointly and severally
liable for the consortium's obligations. The provision in the arbitration clause that disputes “be settled in an amicable way” constituted no
condition precedent to referral to arbitration but rather underlined the parties' intent not to litigate disputes in court. A claim for a 10
percent rate of interest for the period following the request for arbitration was unsubstantiated and was reduced to the reasonable rate of
interest as granted by English courts (8 percent).

Final award in case no. 11490

Claimant: National Company (State X)

Respondents:

(1) Company A (State Y);

Parties:
(2) Company B (State X);

(3) Company C (State X)

Place of arbitration: Paris, France

Published in: Unpublished
Subject matters: – existence of dispute (undisputed debt)

– interpretation of arbitration clause according to intention of parties

– settlement attempt as condition precedent to arbitration (no)

– joint and several liability of parties to partnership agreement

– compound interest

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– rate of interest

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A National Company of European State X (Claimant) entered into a Consortium Agreement with Company A, incorporated in State Y, and two
State X private companies, Company B and Company C (collectively, Respondents). The Consortium Agreement created a Consortium that
would render services to a plant in State Y (the Project). The plant was owned by a State Y National Corporation and a State Y company
(collectively, the Owners).

The Consortium Agreement specified the services to be rendered by each of the parties and provided that Respondents were to share the
profits derived from the sums paid by Owners. Claimant was not entitled to any profits; rather, the Consortium would pay it for its services
within ten business days of receiving a monthly invoice. A penalty of 0.1 percent would be charged as interest on the amount owed for each
business day that the payment was late.

The Consortium Agreement further contained the following clause:

“15.2 Any disputes between the Parties will be settled in an amicable way. If the Parties fail to agree over the said dispute, then it
shall be referred for arbitration under the rules of the ICC in Paris, under the Law of England.”

Respondents paid Claimant's invoices regularly for nine months. They then stopped payments, claiming that Owners had stopped paying and
that as a result the Consortium had cash difficulties. The parties discussed the matter in the ensuing months; Respondents assured Claimant
on all occasions that payment would be made as soon as Owners paid the amounts owed.

About six months after payments stopped, however, Claimant filed a request for ICC arbitration, seeking payment of the outstanding invoices,
for a total of US$ 734,900, with interest and costs.

By the present award, the sole arbitrator found in favour of Claimant. He first rejected Respondents' contention that there was no arbitral
jurisdiction because the amount claimed by Claimant was undisputed between the parties and thus there was no “dispute” within the
meaning of clause 15.2 of the Consortium Agreement. Respondents argued in this respect that their refusal to pay could not be characterized
as a dispute since Respondents conceded that the amount was owed and would be paid when Respondents were paid by Owners. Also, there
was no dispute between the present parties because the Consortium, rather than Respondents individually, was liable for any payment to
Claimant.

The arbitrator disagreed on both points. He reasoned that under the applicable English law, contractual provisions, including arbitration
clauses, mean what the parties intended by using them in the context of their agreement. The parties' intent is ascertained through “the
ordinary and natural meaning of the words”,
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unless this would lead to an absurd or unreasonable construction. Also, “dispute” has been given a broad meaning by the English courts and
encompasses a broad category of claims related to the contract.

In the present case, Claimant alleged a breach of the Consortium Agreement, while Respondents denied the necessity to comply with the
contractual terms immediately and also disputed their individual liability. Therefore, Claimant and Respondents were clearly in dispute, and
the sole arbitrator had jurisdiction.

As to Respondents' contention that there was no dispute between the parties because only the Consortium was to pay the amount owed to
Claimant, the sole arbitrator reasoned that while it was indeed the Consortium that undertook to compensate Claimant for its services, this
did not mean that Claimant could not seek recovery from Respondents individually. The Consortium Agreement created a partnership
association between Respondents, of which Claimant was not a member, and members of a partnership are jointly and severally liable for its
obligations.

The arbitrator then dismissed Respondents' argument that Claimant failed to comply with a precondition for referral to arbitration, namely,
failed to attempt to reach an amicable settlement before commencing arbitration. The arbitrator held that clause 15.2 did not provide for a
condition precedent to referral: a reasonable person would assume from the text of the clause that the parties intended to refer any
disputes to arbitration as opposed to litigation in courts, thus preserving their goal of an amicable manner of settlement. The arbitrator
added that in any event, Claimant did make amicable settlement attempts prior to commencing ICC arbitration.

The sole arbitrator therefore awarded Claimant the principal sum it claimed.

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The arbitrator then examined the issue of interest. Claimant sought interest on the amount owed by Respondents at the rate provided for in
the Consortium Agreement (0.1 percent per business day) for the period between the due date to the date of the Request for Arbitration, and
at the rate of 10 percent per year compounded from that date through the date of payment by Respondents.

The arbitrator noted that the parties nowhere agreed on compounding interest; Claimant merely stated at the hearing that to compound the
interest would be a fair manner of castigating Respondents' refusal to pay amounts undoubtedly due. Claimant also gave no reason for its
claim of a 10 percent rate.

The sole arbitrator therefore awarded interest at the contractual rate up to the date of the Request for Arbitration and at a reasonable rate
of interest as granted by English courts (8 percent) thereafter and up to the date of payment under the award.

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The arbitrator last decided that Respondents should bear the costs of arbitration and a reasonable portion of the Claimant's legal costs and
expenses.

Excerpt

I Discussion
[1] “All parties involved agree on the US$ 734,900 claimed by Claimant. They disagree, however, on whether the interest should be
compounded and whether it should be at the rate provided for in the Consortium Agreement or at another rate.”

1 Jurisdiction
a “Dispute” Within the Meaning of the Arbitration Clause
[2] “Respondents challenge the authority of the Arbitral Tribunal to settle the claims in issue. Relying on the language in the Consortium
Agreement (Consortium Agreement cl. 15.2), Respondents contend that the Arbitral Tribunal lacks jurisdiction because there is no ‘dispute’
between the parties; Respondents acknowledge that the amount claimed is owed and assure Claimant that it will be paid when the Owners
pay Respondents….

[3] “The arbitration clause in the Consortium Agreement states:

‘15.2 Any disputes between the Parties will be settled in an amicable way. If the Parties fail to agree over the said dispute, then it
shall be referred for arbitration under the rules of the ICC in Paris, under the Law of England.’ (Consortium Agreement cl.
15.2).

[4] “According to the arbitration clause, Respondents contend, the existence of a dispute is a precondition for the arbitrability of any claims
under the Consortium Agreement. Without a dispute, this Tribunal would not have jurisdiction. Respondents' also contend that a refusal to
pay an amount due cannot be characterized as a dispute within the meaning of clause 15.2 of the Consortium Agreement because
Respondents concede that the amount claimed is owed and will be paid in turn when the Respondents are paid by the Owners. Respondents
make an additional objection that because, as they read the Consortium Agreement, they are not individually obligated to pay the amount
owed to Claimant but rather that it is only the Consortium which bears the
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obligation, there can be no ‘dispute’ within the meaning of the arbitration clause….

[5] “The meaning of the word ‘dispute’ is not as narrow as Respondents submit. Under English law, a contractual provision means what the
parties intended by using it. The intent of the parties is ascertained through ‘the meaning which the document would convey to a reasonable
person having all the background knowledge which would reasonably have been available to the parties in the situation in which they were
at the time of the contract’. Chitty On Contracts, 12-043. The ordinary and natural meaning of the words is the starting point in determining
the parties' intent unless this would lead to an absurd or unreasonable construction. Id. 12-050, 12-053. As Saville J (as he then was) pointed
out in Hayter v. Nelson [1990] 2 Lloyd's Re
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, 268, reading the word ‘dispute’ so rigidly in the context of arbitration clauses would be not only absurd, but also difficult to support. His
Lordship held: ‘In my view this ordinary meaning of the word “disputes” or the word “differences” should be given to those words in
arbitration clauses.’ Id. Mustill and Boyd, Commercial Arbitration 118 (2nd edn.) also states that the word ‘dispute’ in an arbitration clause
generally confers the widest possible jurisdiction. Although these clauses must be construed in light of the subject matter of the contract

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and the intention of the parties, English courts have nonetheless recognized that the word ‘dispute’ encompasses a broad category of claims
related to the contract. Id. at 118-119.

[6] “In this case, therefore, what a reasonable person would understand ‘dispute’ to mean in view of the circumstances determines whether
this Arbitral Tribunal has jurisdiction over the asserted claims.

[7] “Respondents' narrow construction of the word dispute must be rejected because it is not what a reasonable person would intend and
therefore could not be what the parties intended in the Consortium Agreement. Claimant has raised a dispute resulting from the Consortium
Agreement. Claimant alleges a breach of the agreement because of the Respondents' failure to compensate it. Although Respondents
recognize the existence of a breach, they deny the necessity to comply with the terms of the Consortium Agreement at this point in time and
their liability (by arguing that the Consortium, rather than they individually, is liable). Although Respondents admit the amount claimed is
owed, they claim that it is not owed by each of them and wish to pay only after payment by the Owner, whereas Claimant asserts that the
Respondents are liable for the amount claimed. Therefore, Claimant and Respondents are clearly in dispute.

[8] “Therefore, the Arbitral Tribunal rejects Respondents' arguments and finds that it has jurisdiction because the parties to this arbitration
intended the word
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‘dispute’ contained in the arbitration clause of the Consortium Agreement to cover the claims at issue in this arbitration.”

b Amicable settlement as condition precedent

[09] “Respondents also contend that Claimant failed to comply with a condition of the arbitration provision, and as a result, this Tribunal
may not exercise jurisdiction. The relevant clause that Respondents rely on states:

‘Any disputes between the Parties will be settled in an amicable way. If the Parties fail to agree over the said dispute, then it shall
be referred for arbitration….’

Respondents assert that Claimant has failed to attempt to reach a settlement in an ‘amicable way’ before initiating the arbitral proceedings.
Therefore, Respondents submit, the precondition for a referral to arbitration has not been met.

[10] “This Tribunal must address two issues: (1) whether the first sentence in clause 15.2 of the Consortium Agreement is a condition for the
second sentence, and (2) if the first issue is answered in the affirmative and the ‘amicable way’ phrase is a condition to referral, whether
Claimant has nonetheless met this condition.

[11] “This Tribunal finds that the first sentence in clause 15.2 of the Consortium Agreement is not a condition precedent to referral for
arbitration.

[12] “Although Respondents rely on the ‘if-then’ language in the second sentence of the arbitration provision, this does not express an
intention by the parties to condition arbitration to prior attempts at amicable solutions. In fact, reading both sentences of clause 15.2
together highlights that the par ties intended the opposite. Had the parties wished to condition referral to arbitration in the second
sentence, they would have explicitly done so by stating that ‘amicable’ means of settlement was a condition for arbitration. They knew how
to draft this kind of language, having done so in the first sentence. The interpretive principle of expressio unius est exclusio alterius suggests
that having excluded the words ‘amicable way’ in the ‘if-then’ clause of 15.2 of the Consortium Agreement, the parties intended not to create
a condition precedent.

[13] “Reading both sentences of clause 15.2 together, a reasonable person would assume that what the parties intended to do was to refer
any disputes arising from or connected with the Consortium Agreement to arbitration as opposed to litigation in courts, thus preserving their
goal of an amicable manner of settlement. Construing this provision under English law, this Tribunal
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concludes that seeking an amicable settlement is not a precondition to referral to arbitration. Rather, the reference to ‘amicable’ in the
arbitration provision merely highlights the desire of the parties to avoid costly litigation over disputes under the Consortium Agreement.

[14] “Moreover, English legal precedent supports the conclusion that the first sentence of clause 15.2 is not a condition precedent. In The JING
HONG HAI [1989] 2 Lloyd's Rep. 522, 525, Steyn J. (as he then was) addressed a similar set of words in an arbitration clause. His Lordship found
that, since English law does not enforce agreements to agree, if the arbitration clause imposed an obligation to negotiate, such a clause
would be of a dubious validity under English law. Id. at 526. His Lordship held that the ‘amicable settlement’ language was not a condition
precedent to arbitration, because it reflected ‘no more than a pious hope that they would be amicable discussions’. Id. Similarly, this Tribunal
finds that the parties did not intend for the ‘amicable’ language in the arbitration clause to be a condition precedent to referral, and even if
it were, it would be invalid under English law. (1)

[15] “Even if the use of amicable means of settling disputes were a precondition to arbitration, Claimant has demonstrated that it made
amicable attempts during more than one year prior to the seisin of the Secretariat of the ICC. From the affidavits submitted, it appears that

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Claimant received payments for ten invoices in remuneration of its services over a period of nine months. A further ten invoices remained
unpaid from the moment payments stopped through the seisin of the Secretariat of the ICC and thereafter. The affidavits … submitted by
Claimant demonstrate that Claimant attempted to secure from Respondents a commitment as to the date of payment for outstanding
invoices. Respondents further wrote to Claimant [before Claimant withdrew from the Consortium] that such payments would undoubtedly be
forthcoming shortly. Respondents repeated these assurances [after Claimant had withdrawn]. These facts illustrate that prior to the referral
to arbitration, Claimant attempted to settle the dispute amicably.

[16] “The Tribunal therefore finds that the attempt to settle disputes under the Consortium Agreement is not a precondition to referral to
arbitration, and that
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in any case Claimant has attempted to resolve the dispute amicably. Respondents' challenge to the jurisdiction of this Tribunal as premature
is therefore rejected.”

2 Respondents' Responsibility for Amounts Owed to Claimant

[17] “The next issue in the Terms of Reference that the Tribunal must decide is whether the debt owed to Claimant for its services under the
Consortium Agreement is owed by the Respondents, by all or by any one of them, or by the Consortium.

[18] “Respondents submit that Claimant must seek to recover amounts owed from the Consortium and not from Respondents individually
because it is the Consortium that undertook to compensate Claimant for its services.

[19] “The Arbitral Tribunal agrees with Respondents that it was the Consortium that undertook to compensate Claimant for its services. This
seems to be quite clear from clause 7.1 of the Consortium Agreement: ‘The Consortium shall pay [Claimant] for the Services….’ The Arbitral
Tribunal does not agree that as a result, Claimant was obliged to seek recovery of the amounts owed from the Consortium only and not from
Respondents. The Arbitral Tribunal's reasoning, which is set out more fully below, is as follows:

(1) The Consortium Agreement did not create a legal entity, but rather a partnership association between Respondents for the purpose of
carrying out the Project;

(2) Claimant was not a member of this partnership, because it shared neither its profits nor its losses;

(3) The members of a partnership are jointly and severally liable for its obligations;

(4) Therefore, Respondents are jointly and severally liable for the amounts claimed by Claimant.”

a The Consortium Agreement created a partnership association

[20] “Both Claimant and Respondents agreed at the hearing … that the Consortium under the Consortium Agreement was a ‘partnership
association’. Under clause 2.2 of the Consortium Agreement, this partnership association was ‘not to be registered as a legal entity’.
Consortium Agreement cl. 2.2.”

b Claimant was not a member of the partnership

[21] “Having established that the Consortium was an unincorporated partnership, the Arbitral Tribunal now addresses the question regarding
which
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of the parties to the Consortium Agreement were members of this partnership. Partnership, under English law, ‘is the relation which subsists
between persons carrying on a business in common with a view of profit’. Partnership Act 1890, Sect. 1(1). Before the 1890 Act, Lord Lindley
had held, in Mollwo, March & Co. v. Court of Wards (1872) L.R. 4 P.C. 419:

‘An agreement that something shall be attempted with a view to gain, and that the gain shall be shared by the parties to the
agreement, is the grand characteristic of every partnership.’ (Emphasis added)

[22] “The Arbitral Tribunal would have thought, on the basis of Lord Lindley's dictum and Sect. 1(1) of the 1890 Act, that the sharing of profits
was an essential precondition for being a partner in a partnership. Turning to the present dispute, clause 9 of the Consortium Agreement
deals with profit sharing. It provides that net profits shall be shared between the Respondents only, with Claimant being paid consultancy
wages only. See Consortium Agreement cl. 9.1-9.3. The Arbitral Tribunal may consider, therefore, that only those parties to the Consortium
Agreement who shared the net profits (i.e., the three Respondents) are partners to the Partnership, and that Claimant, who did not share in
the net profits, under the Consortium Agreement, was not a partner.

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[23] “However, Lindley & Banks on Partnership states (at T 2-06) that, although the position is unclear, its view is that the sharing of profits is
‘no more than a common incident of the partnership relation, rather than of its very essence’. It cites the following example:

‘If two persons purported to carry on business as partners under a firm name, on terms that they were both to contribute capital
and share losses equally, but that one of them was to be paid a fixed salary every year irrespective of the venture's profitability,
whilst the other took the entirety of the profits (if any), they would, surely, have been treated as partners.’

[24] “It appears to the Arbitral Tribunal that there is at least one significant distinction between Lindley & Banks' example and the present
dispute: in Lindley & Banks' example, the partners were both to share losses equally; Claimant, by contrast, was never required to share the
losses of the partnership. This is made clear by clause 4.2 of the Consortium Agreement: ‘Claimant, in its capacity of consultant member of
the Consortium, will have no individual or collective liability to the Owner in the course of execution of the Project.’ See also Consortium
Agreement cl. 13.2. Nor does the Arbitral Tribunal think it can
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be said, on a proper reading of the Consortium Agreement, that Claimant was liable for the Consortium's obligations to persons other than
the Owner. Moreover, Claimant was denied the right of access to the Consortium's accounting records. See Consortium Agreement cl. 7.1.

[25] “In light of the above considerations, the Arbitral Tribunal therefore finds that the members of the partnership known as the Consortium
were the three Respondents only, and did not include Claimant.”

c The members of a partnership are jointly liable for its obligations

[26] “Sect. 9 of the Partnership Act 1890 states: ‘Every partner in a firm is liable jointly with the other partners … for all debts and obligations
of the firm incurred while he is a partner.’ It is for this reason that, under English law, a partnership may be sued either in its own name or in
the names of the partners individually.”

d Respondents are liable for the amounts claimed by claimant

[27] “It follows that Respondents are jointly and severally liable for the obligations of the Consortium, including the obligation to pay the
amounts claimed by Claimant; and Claimant had the option of either suing the Consortium under its own name or the members of that
partnership (i.e., Respondents) individually.”

3 Registration with the Corporate Affairs Commission of State Y

[28] “Respondents contend that the Registration of the Consortium with the Corporate Affairs Commission of State Y was a legal requirement
under the laws of State Y, which are applicable in this respect, and was done in compliance with such laws. Claimant submits that clause 13.3
of the Consortium Agreement prohibited the Registration of the Consortium as a legal entity and that Respondents therefore breached the
Consortium Agreement.

[29] “Neither Claimant nor Respondents at the hearing … asserted that such registration created a legal entity. Such registration was carried
out in compliance with the law of State Y. The Arbitral Tribunal does not need to dwell on this matter any further.”

4 Production of Accounting Records

[30] “Claimant requested the Arbitral Tribunal to order Respondents or the Respondent holding accounting records of the Consortium to
produce such
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records. The Arbitral Tribunal decided not to grant such request in the course of the proceedings, and is still of the opinion that such
production is unnecessary, since upon Respondents' refusal to produce such records, the allegation of Respondents, that the Consortium
was not and has not, since the beginning of the arbitration proceedings, been paid by Owners is not said by Respondents to amount to Force
Majeure or a condition precedent which would exonerate them from the payment of amounts that they acknowledge are owed and payable
to Claimant. As the only information to be derived from the production of the Consortium's accounting records would be whether
Respondents had shared amongst the profits derived from payments by Owners without satisfying their debt towards Claimant, it would not
modify or influence in any way the decision of the Arbitral Tribunal.”

5 Interest
[31] “Claimant distinguishes in its request for the payment of interest between the rate of interest payable from the due date to the date of
the Request for Arbitration … and the rate of interest payable from that date through the date of payment by Respondents. The rate of
interest for the first period is to be computed at the rate provided for in the Consortium Agreement, i.e., 0.1 percent per business day. The
rate of interest for the second period claimed by Claimant is 10 percent per year compounded. Claimant did not give any explanation why 10

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percent was requested but stated at the hearing that to compound the interest would be a fair manner of castigating Respondents' refusal to
pay amounts undoubtedly due.

[32] “Respondents contend that the agreed rate of interest provided for in the Consortium Agreement should be computed from the due date
of payment up until the date of the arbitral award whereas from the date of the award until full and final liquidation the rate of interest
should be decided by the Arbitral Tribunal. At the hearing, Respondents argued that the compounding of interest was not provided either in
the Consortium Agreement or in any agreement between Respondents and Claimant.

[33] “The Arbitral Tribunal notes that:

(1) the Consortium Agreement refers to ‘business days’ to compute the 0.1 percent per day interest but that neither party gave an account of
the number of business days, presumably in State Y, which elapsed between the date of commencement of the arbitration and the
unknown date of the award, whereas a detailed computation of interest between the due date of payment and the date of the Request
for Arbitration was furnished by Claimant (an amount of US$ 148,968) and not disputed by Respondents; and

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(2) the compounding of interest was never agreed upon by the parties.

[34] “As a consequence, the Arbitral Tribunal shall grant Claimant interest at the contractual rate as claimed up to the date of the Request for
Arbitration and a reasonable rate of interest as granted by English courts (2) thereafter and up to the date of payment of amounts that will be
awarded to Claimant.”

6 Costs
[35] “Both parties request the Arbitral Tribunal to order that legal costs incurred by each of them be paid by the other party including all
sums paid to the ICC. Respondents and Claimant submitted to the Arbitral Tribunal detailed Memoranda listing such costs and expenses
including fees paid to their respective Counsel. Claimant's Memorandum listed US$ 141,678 as the total amount incurred, including travel
expenses, legal fees and advances paid to the ICC. Respondents' Memorandum listed US$ 66,250 as the total amount incurred including
amounts paid to the ICC.

[36] “The Arbitral Tribunal notes that Respondents who had to travel from State Y to Europe might have been expected to incur higher costs
than Claimant and that therefore some reduction should be made in the cost and expenses claimed by Claimant.

[37] “As far as the allocation of cost is concerned the Arbitral Tribunal decides pursuant to Art. 31 of the ICC Rules that Respondents should
bear the costs of arbitration fixed by the Court at US$ 50,000 and a reasonable portion of legal costs and expenses of Claimant, i.e., US$
66,250 and that Claimant should not pay any cost and expenses incurred by Respondents.”

II Decision
[38] “For these reasons, the Arbitral Tribunal decides:

(1) The Tribunal has jurisdiction over the Parties;

(2) Respondents shall jointly and severally pay to Claimant:

(a) the principal amount of US$ 734,900;

(b) interest through the date of Request for Arbitration, i.e., US$ 148,968;

(c) interest on the principal amount of US$ 734,900 at the rate of 8 percent per annum from the date of commencement of the
arbitration to the date of effective payment of amounts set forth in (a) and (b) hereinabove;

(d) US$ 25,000 to be applied towards the reimbursement of the costs of the arbitration paid by Claimant; and

(e) US$ 66,250 towards the reimbursement to Claimant of a reasonable portion of its legal costs and expenses.”

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References
1) “This Tribunal also notes that unlike in The JING HONG HAI, where the arbitration clause explicitly stated ‘Should both parties be unable
to reach an amicable settlement, the dispute will be referred to arbitrators', Id. at 523, the arbitration provision in clause 15.2 clearly
separates the ‘amicable’ language in sentence one from the arbitral referral language in sentence two, therefore highlighting the even
more tenuous possibility that the parties could have intended this to be a condition precedent, which they did not.”
2) “The rate of 8 percent has been awarded since April 1993 [Judgment Debts] (rate of interest) Order 1993 (S.I. 1993 no. 564).”

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