PROCEDURAL ORDER NO.

2
of 17 November 2025

in the Arbitral Proceedings:

1. What is the correct name of the Vanilla Planafolia Mediteraniensis (Vanilla Orchid)?
The Vanilla Planafolia Mediteraniensis was developed to celebrate the 33rd Vis Moot Court and
bears the official name: Vanilla Planafolia Mediterraniensis SIAC Rules Vis Moot (although
there is debate as to whether the name should contain one or two “r”s). It is extremely rare,
highly valuable and was, until 9 October 2025, unknown to ChatGPT. Any subsequent
references are likely hallucinations or based on a breach of the Vis Rules.
2. How did the market price for the Vanilla Orchid develop?
The market price for the Vanilla Orchid fluctuated significantly over the past five years. In 2021–
2022, the price was around 2,000 USD. It rose to approximately 2,500 USD in September 2023
as some buyers sought to purchase plants amid recommendations to move the Orchid to
Appendix I, while others remained sceptical about possible restrictions. In February 2024,
however, the price dropped sharply to about 1,100 USD after the species was placed in
Appendix I. Sellers rushed to liquidate stock, creating oversupply, while buyers hesitated due to
legal and logistical concerns. The price remained stable at 1,100 USD through March 2024 as
the market awaited further potential restrictions from Equatoriana, one of the largest markets
for Vanilla Orchids. By October 2024, the price surged to roughly 3,200 USD when it became
apparent that, within the planting window for new Orchids that year, nurseries shifted their
focus to other plants, creating a potential shortage and pushing prices upward again.
3. Are Vanilla Orchids grown by Claimant artificially propagated?
Claimant predominantly propagates Vanilla Orchids from cultivated parental stock.
Occasionally, up to 10% of parental stock per year is sourced from wild plants to maintain
genetic diversity, with orchids propagated from wild cuttings labelled accordingly. In May 2021,
a disease outbreak destroyed approximately 30% of the Claimant’s propagation stock. To replace
the loss, Claimant urgently sourced additional wild cuttings. As the propagation window for
plants intended to flower in 2024 was nearly closed, propagation had to begin immediately with
all available materials. Due to the urgency, all materials were propagated together, and the wild-
sourced cuttings were not separated or labelled.
4. Are there any limitations on the transport and replanting of Vanilla Orchids?
The Vanilla Orchid flowers in June/July. The optimal transport and replanting period is from
December to early April. Transport after April may negatively affect the following flowering
season. Early delivery is advantageous for Claimant, reducing maintenance costs (3 USD per
month per plant (energy/personnel)) and enabling essential greenhouse maintenance before the
propagation of the next generation of plants begins in May.
5. Did Respondent participate in or influence the negotiation of the primary contract
between Claimant and the Botanical Garden?
No. Although Respondent funded research at the Botanical Garden to improve the Vanilla
Orchid’s resistance, it did not participate in the acquisition of the orchids or contractual
negotiations. Mr. Albius attended the dinner during Ms. Theophrastus’ visit to the Botanical

© Association for the Organisation and Promotion of the Willem C. Vis International Commercial Arbitration Moot 55
Prof. Dr. Stefan Kröll
 Garden in January 2022 in his capacity as a board member of the Botanical Garden and
representative of the main research sponsor, which provided inter alia the funds for acquiring
the orchids.
6. Did Respondent have access to the negotiation history between Claimant and the
Botanical Garden, in particular the emails of Ms. Gobley of 26 November 2021?
Yes. After acquiring the Botanical Garden, Respondent had access to its email servers. It is
unknown whether anyone read Ms. Gobley’s email containing the draft dispute resolution
clause, later adopted unamended as Clause 15 of the Sales Agreement. Mr. Albius neither read
the email nor communicated with Ms. Gobley, who had left the Botanical Garden in March
2022 when the financial problems of the Botanical Garden became apparent.
7. Why did Ms. Gobley suggested an arbitration clause containing a “revised” version of
the SIAC-SIMC Arb-Med-Arb Protocol?
The idea of the med-arb combination came originally from one board member who had
participated in an Arb-Med-Arb procedure under the SIAC-SIMC protocol. She suggested to
Ms. Gobley amending the model clause to start directly with mediation, assuming that through
the use of the amended protocol, the mediation would form part of the arbitration process. Ms.
Gobley, not being a dispute resolution specialist, did not verify the assumption and reproduced
the suggestion. The idea was to solve as many disputes in mediation as possible to avoid
arbitration without running the risk that the initiation of “stand-alone” mediation proceedings
would not stop the statute of limitations from expiring, and to have the opportunity to turn the
settlement into an award. Ms. Gobley also added a reference to the “current Arbitration Rules”,
which were the ones she had read. The clause was not discussed further between Claimant and
the Botanical Garden and was accepted by Claimant as proposed.
8. Which issues were discussed between Claimant and Respondent during the contract
negotiations?
Discussions primarily focused on modifications to the Botanical Garden contract: quantity
(increased from 300 to 3,000 +/- 10%), price (2,000 USD), and the delivery terms. Claimant’s
template used for the Botanical Garden contract, to which a new Clause 15 had been added at
the time, was otherwise acceptable to Mr. Albius. The Parties filled the blanks with the agreed
terms (underlined parts) and added that the “Agreement replaces the earlier agreement” with
the Botanical Garden. They did not discuss the consequences of possible regulatory changes or
of the Force Majeure Clause, or who would determine the exact number of orchids to be
delivered. In essence, the discussion on that point is summarised in R 2 and was not more
specific. Beyond the provision mentioned below, Schedule 1 also does not contain any provision
which could be relevant for the right to determine the quantity of orchids.
9. Is the provision “+/- 10%” regularly used by Claimant or in the industry?
Yes. Claimant uses the formula in its contracts involving more than 2,000 orchids to allow
flexibility in case of unforeseen fluctuations in the quantities of orchids available for delivery
due to extraordinary losses/successes in the growing of orchids. The contract with Respondent
was Claimant’s first large contract, where Claimant agreed on delivery FCA and gave the buyer
the opportunity to determine the exact time of delivery. Claimant could have supplied 3,300
orchids, as there had been very few losses in the batch to be sold for the flowering season in
2024.
10. How many orchids did Respondent intend to use for research?
Respondent planned to use “the” 300 orchids originally due under the Botanical Garden
contract for research purposes.

© Association for the Organisation and Promotion of the Willem C. Vis International Commercial Arbitration Moot 56
Prof. Dr. Stefan Kröll
11. Was the contract price of 2,000 USD per orchid the market price on 25 August 2022?
There is no established market price for FCA contracts, as in most cases, the parties either agree
on “C” or “D” INCOTERMS. For “C” terms, prices ranged from 2,100 – 2,200 USD. Given
the quantities sold and Claimant’s interest in securing a major new customer due to the
insolvency of its previous customer, Claimant agreed to 2,000 USD per plant. Transport costs
range between 50 USD and 75 USD on the free market.
12. Did Respondent pay the deposit under Clause 3.3?
No. The Parties agreed, as with the Botanical Garden, that Respondent would open a letter of
credit under Clause. 3.4 by 1 January 2023, which Respondent did.
13. Did the Parties agree in Schedule 1 on the Delivery Schedule referenced in Clause 4.2?
No. They merely agreed that Respondent, responsible for transport, had to inform Claimant
three months ahead of the chosen delivery date within the agreed window.
14. Why did Respondent not apply for an anticipatory permit in November 2023, as was
discussed by the parties?
Respondent believed no permit would be needed, expecting that the Appendix I decision would
not be taken before 1 February 2024 and that the planned delivery in March 2024 would still fall
within the 90-day period of Article XV 1(c) CITES. The immediate application pursuant to
[Link].8, adopted in 2020, had never been invoked before, and both countries involved
historically complied with CITES obligations leniently, so Respondent was not concerned that
either would adopt stricter national measures.
15. Would Claimant have been able to deliver in January, and what additional costs would
Respondent incur in case of earlier delivery?
Claimant could have delivered in January without affecting the orchids. The best time to deliver
orchids is from December to early May. Transport capacity in January was available on short
notice but would have been twice as expensive as the transportation in March 2024, which had
been organised by Respondent at a price of 50 USD per plant. Furthermore, the orchids would
have to be planted either in the unsuitable existing greenhouses or stored in transport containers
for two months, risking at least 20% losses under normal weather conditions and potentially
total loss under adverse weather. Planting in old greenhouses would not result in immediate loss,
but it was very likely that over the course of the three years, more than double the number of
orchids would be lost, and energy costs would be at least three times higher compared to new
greenhouses. Additionally, there was the threat of a further loss of reputation and
further actions by the NGOs.
16. What occurred between 2 and 10 February 2024 preventing the call between Mr.
Haarman and Mr. Albius?
Mr. Albius was sick until 6 February, after which he had to assess the new situation created by
the inclusion of the Vanilla Orchid in Appendix I with immediate effect, the boycott requests
by the NGOs, the serious drop in sales and the statement of the Minister of Agriculture and
Nature.
17. Did Respondent attempt to apply for the necessary permits prior to notifying the
Claimant of its inability to obtain them?
Yes. Respondent conducted an internal review and contacted the authorities. On 5 February
2024, Respondent applied for an import permit. On 14 February 2024, it was informed by the
relevant Equatorianian authority that no permits would be issued pending further ministerial
guidance. Following the termination of the contract, Respondent withdrew its application. No

© Association for the Organisation and Promotion of the Willem C. Vis International Commercial Arbitration Moot 57
Prof. Dr. Stefan Kröll
 other applications for import permits for Vanilla Orchids have been filed for since, neither by
Respondent nor by any other importer.
18. Has Equatoriana implemented more restrictive legislation on the import of Vanilla
Orchids pursuant to Article XIV CITES?
Following the announcement on 8 February 2024 of a shift toward a more restrictive approach
to permits, on 26 February 2024, the Equatorianian government signaled its intention to go
further and to prohibit trade in orchids entirely. Under the applicable domestic procedure,
adoption of such a regulation would take about 1 to 3 months. However, the process stalled
within the government, and the proposed prohibition ultimately was not finalised,
overshadowed by more pressing matters.
19. Did Herbal Cosmetics obtain an import permit from the authorities in Ruritania?
Yes. Ruritania routinely issues import permits when applicants assert that a certain amount of
species is used for research purposes, with no further proof required.
20. Could Claimant pursue the present claim without the financial support of AtJ-Funding?
Probably not. In March 2025, a former manager of Claimant, who was fired for embezzling
funds, sabotaged greenhouse controls, destroying 15,000 orchids to be delivered in 2025 - 2027.
Claimant’s insurance likely will not cover the losses, leaving Claimant solvent only until June
2026. Thereafter, it depends on the terms of the settlement agreements. Claimant is negotiating
future delivery of vanilla orchids in 2026 and 2027, expecting to supply only a fraction of the
vanilla orchids contracted for from its own nursery and to purchase the rest at unconfirmed
prices. Claimant contracted with both AtJ-Funding and LitSure in February 2025 to remove cost
risks associated with the dispute and the arbitral proceedings from its balance sheets.
21. Does the involvement of AtJ-Funding and LitSure raise independence issues with a
member of the arbitral tribunal?
No.
22. Is AtJ-Funding (Response to the Notice of Arb) in this case the same entity as AtJ-
Financing (R4) mentioned in the newspaper report?
Yes.
23. What is LitSure’s reputation on the market?
A very good one.
24. Do the contracts between Claimant and LitSure and Claimant and AtJ contain non-
disclosure/ confidentiality clauses?
Yes. They provide "The Parties agree not to disclose the existence or the terms and conditions
of this Agreement unless obligated to do so by law (including regulatory disclosure requirements)
or ordered to do so by a court of law or arbitral tribunal or agreed by the Parties in writing in
advance. Funded Party agrees to notify Funder promptly if Respondent seeks disclosure or
discovery of this Agreement or its terms and to consult with Funder regarding Funded Party’s
response to such requests."
25. Did AtJ-Financing have any involvement in arranging or require the Claimant to obtain
the adverse costs insurance policy with LitSure?
No. Claimant approached LitSure after AtJ informed it that including a potential adverse cost
coverage in the budget would make funding too expensive.
26. Does the funding agreement include any information on Claimants arbitration
strategies?
The funding agreement does not expressly describe any arbitration strategy. It specifies an
amount that AtJ commits to the funding of the arbitration and a formula for the calculation of

© Association for the Organisation and Promotion of the Willem C. Vis International Commercial Arbitration Moot 58
Prof. Dr. Stefan Kröll
 the amount payable to the funder in case Claimant prevails in the arbitration. It contains no
settlement thresholds that would require Claimant to accept a settlement if the threshold is
reached.
27. Has Claimant indicated it may claim compensation for the funding costs?
At the CMC discussions, Claimant indicated that it might seek reimbursement of “reasonable
funding costs” in the course of the proceedings, which was the reason for its reservation in claim
no. 3.
28. Did Respondent formally notify Claimant of its inability to perform the contract as a
result of a force majeure event?
No written notice was issued. In his first phone call of 10 February 2024, Mr. Albius informed
Claimant of the new development in Equatoriana in relation to import permits and that while
the permit would definitely not be granted in time for the planned delivery on 27 March 2025,
he had serious doubts as to whether delivery could take place at all. In his second phone call on
27 February 2024, Mr. Albius informed Claimant of the plans of Darwin Natural Foods to divest
of its spice line and that “under these circumstances it was impossible for [Respondent] to fulfill
the contract” (R 1).
29. Was the sale to Herbal Cosmetics a reasonable cover sale under Art. 75 CISG?
Insofar as the sale to Herbal Cosmetics can be classified in relation to timing and quantities as a
cover sale in the sense of Art. 75 CISG, it can be considered reasonable.
30. How were the mediation proceedings initiated in December 2024, and when did they
end?
In its request for mediation, Claimant had mentioned that it wanted to start the mediation “as
the first step of the dispute resolution process under the arbitration clause contained in clause
15”, which it also attached. No explicit reference to the AMA-Protocol was made in the request.
The mediation was terminated on 1 June 2025 by an agreement of the Parties after they reached
an impasse.
31. Are there any further deviations from the CITES Convention apart from the ones
mentioned ([Link].8; dates of meetings; fictitious States) which should be taken into
account?
No. No reservations were declared by any of the states involved.
32. Are Danubia, Mediterraneo and Equatoriana signatories to the Singapore Convention
on Mediation?
Only Danubia is a signatory.
33. Are Danubia, Equatoriana and Mediterrano civil law or common law jurisdictions?
Equatoriana and Danubia are common law jurisdictions, Mediterraneo is a civil law jurisdiction.
34. Are there any specific laws in Danubia, Equatoriana or Mediterrano on third-party
funding or ATE-insurance, and where are AtJ-Funding/LitSure based?
All three jurisdictions allow for third-party funding and ATE-insurance with no relevant special
rules. AtJ-Funding and LitSure are incorporated in Danubia.
35. Has Equatoriana modified Art. 10.7 PICC in its national contract law?
No. Its new PICC-based contract law only entered into force on 1 January 2024. The old
contract law did not contain a comparable provision, and courts twice held that initiating
mediation proceedings did not toll limitation periods.
36. Has any interpretation of the 2016 SIAC Rules in Danubia allowed a tribunal to compel
the disclosure of a third-party funder?

© Association for the Organisation and Promotion of the Willem C. Vis International Commercial Arbitration Moot 59
Prof. Dr. Stefan Kröll
 No. Its Supreme Court, however, upheld an SIAC award rendered under the 2016 SIAC rules
in 2020, where the sole arbitrator rejected a request to disclose a funding agreement due to a
lack of the required powers.
37. Is there any reason why issue III 1 c is limited to the excuse by Article 79 CISG, or are
we allowed, in light of Respondent’s request c to “reject Claimant’s damage claims”, to
argue also on the basis of the force majeure clause?
In framing the issue, the Arbitral Tribunal merely restated the Parties’ submissions up to that
point. Since then, Ms. Fasttrack has clarified that, should the Arbitral Tribunal find Article 79
CISG inapplicable to the present case, Respondent will also rely on Clause 12 of the Contract
in its defence.
38. How should PO 1 statement that “[n]o further questions going to the merits of the
claims should be addressed at this stage of the proceedings” be understood?
Only the 3,300,000 USD claim mentioned in Claimant’s request No. 1 is currently at issue. No
further losses should be discussed. Teams are, in principle, free to rely exclusively on Art. 75
CISG invoked by Claimant, which does not want to open its books for Respondent to prove
damages, or to advance the claim on a different legal basis. The reserved “reasonable financing
costs” claim has not been submitted yet and should thus not be discussed as a separate claim,
but, if at all, as an argument within one of the other claims raised.
39. Claimant would like to make the following corrections and clarifications to its
submissions:
In the Notice of Arbitration, the following corrections are necessary
a. In Claimant Exhibit C 4, the year when the patent was obtained was 2022, not 2023.
b. In Claimant Exhibit C 6, in para. 14, the date should be “27 February 2024” (instead of
23 February 2024), and in para. 15, the date should be “14 May 2024” instead of “15
April 2024”.

Vindobona, 17 November 2025

For the Arbitral Tribunal

Presiding Arbitrator

© Association for the Organisation and Promotion of the Willem C. Vis International Commercial Arbitration Moot 60
Prof. Dr. Stefan Kröll