When Less Isn’t Too Little: Paris Court of Appeal Rejects Infra Petita as Ground for Annulment

On 3 June 2025, the Paris Court of Appeal rendered a noteworthy decision in the saga between US-based restaurant franchisor, Wingstop Franchising LLC (Wingstop or the Franchisor) and its former French franchisees, B. Wing and Flight 83 (the Franchisees).

The court dismissed an application to annul a partial arbitral award rendered under the auspices of the London Court of International Arbitration (LCIA), reinforcing important principles regarding the scope of an arbitral tribunal’s mission and the limits of judicial review.

The Paris Court of Appeal was asked to consider whether an award could be annulled on the basis that the arbitrator had omitted to rule on one of the parties’ claims, a situation commonly referred to as ‘infra petita’.

Background of the Dispute

The dispute arose from a 2017 franchise agreement granting B. Wing and Flight 83 exclusive rights to develop the Wingstop brand in France. However, what started as a promising partnership soon turned into a conflict, largely due to disagreements over territorial exclusivity and development obligations. In 2021, Wingstop initiated LCIA arbitration proceedings against the Franchisees, alleging multiple breaches of contract. The sole arbitrator issued a partial award on the merits in September 2023, followed by a final award on quantum in October 2024.

Seeking to set aside the partial award, the Franchisees initiated annulment proceedings before the Paris Court of Appeal, citing three grounds under Article 1520 of the French Code of Civil Procedure (FCPC). Among other grounds, the Franchisees argued that the sole arbitrator violated its mandate by neglecting to address a key counterclaim, thereby justifying annulment under Article 1520(3). This article allows for annulment where the arbitral tribunal has ruled without complying with the mandate entrusted to it.

The Infra Petita Allegation

The Franchisees argued that the sole arbitrator failed to address a counterclaim seeking EUR 8.8 million in damages for delays allegedly caused by Wingstop. They maintained that this claim has been clearly articulated in their submissions from February 2023 and reiterated in their quantum submissions in March 2024. According to the Franchisees, the sole arbitrator’s failure to rule on this counterclaim amounted to a breach of mandate, warranting annulment of the partial award.

Wingstop, by contrast, maintained that the sole arbitrator had, in fact, dealt with the counterclaim in both the partial and final awards. In the alternative, the Franchisor argued, even if the sole arbitrator had failed to address a claim, such a failure would at most constitute infra petita, which is not recognised a ground for annulment under French law.

The Court’s Analysis

In its carefully reasoned decision, the Paris Court of Appeal began by reaffirming that the arbitral tribunal’s mandate is primarily defined by the subject matter of the dispute, which is determined by the parties’ claims, without being strictly limited to the issues listed in the Terms of Reference.

The court held that, even if the sole arbitrator had failed to rule on the EUR 8.8 million counterclaim, such an omission would amount only to infra petita. Under French law, infra petita is not a valid ground for annulment pursuant to Article 1520(3) of the FCPC.

The court went further, reviewing the awards and concluding that no omission had occurred. The sole arbitrator had explicitly addressed the Franchisees’ counterclaim in both the partial and final awards. Specifically, the sole arbitrator acknowledged that Wingstop had no express contractual right to reject the Franchisees’ site proposals but found that the Franchisees were estopped from invoking this as a breach. The, the sole arbitrator dismissed the counterclaim as untimely and unsubstantiated, and in doing so, fulfilled its mission.

On this basis, the court rejected the request for annulment.

Takeaway

The message is clear: infra petita does not justify annulment under French Law. Parties who consider that an arbitral tribunal has omitted to address a claim must rely on the procedural remedies provided under the arbitration rules applicable to the case, such as requesting an additional award to address the omitted claim.

The ruling further reinforces the important distinction between infra petita and ultra petita. While ultra petita (when an arbitral tribunal decides beyond the scope of its mandate) may constitute a valid ground for annulment under Article 1520(3) of the FCPC, infra petita does not, under current French jurisprudence.