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26cide that their contract is subject to the general principles of law or to the lexmercatoria.Considering in this case that the parties have made no reference to the abovementionedPrinciples and that Article 12.12 does not refer to the lex mercatorianor to any general principles as far as the SPA is concerned, the Unidroit Principlescannot apply (Award 8873, Journal de Droit International, 1998, 1017-1027).The Arbitral Tribunal therefore rejects the applicability of the Unidroit Principlesand of the European principles of contract law.43. Finally, the Arbitral Tribunal will apply French law as far as the interpretationof the General Agreement is concerned, pursuant to its Article 16.P. THE BASIS OF THE CLAIM44. Vision N.V. and Vision B.V. argue that although Valvision mentions abreach of contract, bad faith and collusion, no reference is made to the DutchCivil Code and Vision N.V. and Vision B.V. are left to guess what might be thelegal basis of Valvision's claim. In particular, the use by Valvision of the term"collusion" indicates that Valvision has possibly based its claim not only onbreach of contract but also on tort.Vision N.V. and Vision B.V. are of the opinion that, as the Terms of Referencedo not include an action based on tort, any possible tort issue does not andcannot form part of the dispute (R.sub 2, p. 5).Valvision has confirmed that the primary basis of its claim was contractual andthat tort was an alternative basis (Tr. 10/7/2001, at 46).45. Valvision alleges that Vision N.V. and Vision B.V. committed variousbreaches of the SPA by not delivering the RCF shares and by selling them tothe Core Minority Shareholders on conditions that were different from thoseprovided for in the SPA (deadlines, down payments, confidentiality and priceadjustment formulae). Vision N.V. and Vision B.V. are alleged to havebreached their obligations to perform the SPA in good faith by granting to theCore Minority Shareholders various facilities to purchase the shares.For Valvision, these demands clearly constitute the basis for a contractualclaim.Valvision adds that Vision M V and Vision R V the Core Minriritv.R Sand the final purchaser would have colluded toy make their deal,adeprive Valvision of the benefit of the SPA.and to'NrF19,: COUR INTERNATIONALE D'ARBITRAGE WINTERNATIONAL COURT OF ARBITRATION QV,A02338488/0.31/16 Oct 2002ANAL CHAMBEi