|A Russian company ("the seller") entered into a contract with an Italian company ("the buyer") for the delivery of certain goods. In the course of the performance of the contract, the buyer was on several occasions contacted not by the Italian company but by a Swiss company closely connected to the Italian company ("teh respondent") , which also paid part of the price for the goods delivered. As a consequence when the seller, though having duly performed its obligations under the contract, was not paid the whole price, it filed a claim for the payment of the outstanding amount of the price and the stipulated penalty for delayed payment not against the original buyer, i.e. the Italian company, but against the respondent which objected that it was not party to the sales contract.
The Arbitral Tribunal, after giving due consideration to the circumstances, found that in the case at hand the obligation to pay the price under the sales contract had been transferred, with the consent of the seller, from the buyer to the respondent. According to the Arbitral Tribunal, this form of transfer of obligations “is widely used in international commercial practice as reflected in the UNIDROIT Principles” and referred in particular to Article 9.2.1 lit.a) of the 2004 edition of the Principles.