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International Arbitration Forum

Sauna UK BidCo Limited v. Republic of Finland

Case summary

At a glance

Parties
Sauna UK BidCo Limited v. Republic of Finland
Case no.
ICSID Case No. ARB/24/38
Forum and rules
ICSID Convention arbitration; ICSID Arbitration Rules in force as of 1 July 2022; place of proceeding Washington, D.C.; hearing on denial of benefits in London
Treaty
Energy Charter Treaty
Tribunal
Audley Sheppard KC (President), D. Brian King, Eduardo Silva Romero
Sector
Energy; power networks
Outcome
Pending. The published documents are procedural orders only. Bifurcation was granted in part (10 November 2025): Finland's denial of benefits objection is heard in a preliminary phase, and its other objections are joined to the merits. A hearing on denial of benefits was set for 19–20 February 2026. The documents do not show any decision on that objection.
Amount
Not stated. The Claimant seeks restitution as its primary remedy and full compensation in the alternative.

The dispute

Sauna UK BidCo Limited, a UK company, holds 40% of Suomi Power Networks TopCo B.V. (SPN). SPN wholly owns the Finnish company Caruna. Sauna brought claims against Finland under the Energy Charter Treaty, including for breach of Article 10(1). It seeks restitution and, in the alternative, full compensation; the measures challenged include a 2023 Confirmation Decision. SPN and two other claimants filed a parallel ECT case on the same day (ICSID Case No. ARB/24/37), and Caruna is challenging the same measures in the Finnish Market Court under Finnish law. Finland raised five preliminary objections: denial of benefits under ECT Article 17(1), based on a notice of 15 July 2024; lis pendens; abuse of process; fork-in-the-road under Article 26(3)(b)(i) and Annex ID; and inadmissibility because the claims are premature while the Finnish proceedings are pending.

Key holdings

  1. ICSID Arbitration Rule 44 gives the Tribunal a broad discretion. It creates no presumption for or against bifurcation. The Tribunal does not prejudge the merits of an objection, but checks that it is not frivolous or vexatious and is serious and substantial. PO3 ¶¶ 86–89
  2. The denial of benefits objection is bifurcated. If it succeeded, it would dispose of the whole case. The weight of authority supports the Claimant's view that a denial of benefits notice must be issued before the dispute arises, but minority decisions make the objection arguable and serious. The objection is sufficiently distinct from the merits. The potential saving in time and costs outweighs the risk of delay if the objection fails. PO3 ¶¶ 93–97
  3. The decision is not inconsistent with the SPN tribunal's refusal to bifurcate the same objection. In the SPN case, the objection concerned only some of the claimants and could not have disposed of the whole dispute. PO3 ¶ 98
  4. The lis pendens and abuse of process objections are joined to the merits. Both would require the Tribunal to compare this case with the SPN arbitration and to examine whether the entities are privies. That factual enquiry is likely to overlap with the merits, and the objections might not dispose of all the claims. PO3 ¶¶ 100–108
  5. The fork-in-the-road and inadmissibility (prematurity) objections are joined to the merits. They would require a comparison with Caruna's Market Court claim, which is decided under Finnish law, and an examination of the evidence in that case, which overlaps with the merits. The Tribunal also declined, at this stage, to defer the merits until the Finnish proceedings end. PO3 ¶¶ 111–124
  6. Costs of the bifurcation request are costs in the arbitration. None of Finland's objections was frivolous or vexatious, and both sides were partly successful. PO3 ¶ 127
  7. Finland's application for a ruling on a Highly Confidential Information designation was declined, with leave to reapply. Finland was not significantly prejudiced because it could rely on a witness statement to make its points on regulatory risk and financial analysis. PO5 ¶¶ 22–24

Procedural history

  1. 9 January 2024Notice of Dispute issued, jointly with SPN.
  2. 15 July 2024Finland issues its denial of benefits notice under ECT Article 17(1).
  3. 7 August 2024Request for Arbitration filed. The ICSID Acting Secretary-General registers the case on 23 August 2024.
  4. 6 March 2025Tribunal constituted. The first session is held on 29 April 2025.
  5. 14 May 2025Procedural Order No. 1 (procedural rules) and Procedural Order No. 2 (transparency and confidentiality, including disclosure in ICSID Case No. ARB/24/37) issued.
  6. 19 June – 3 September 2025Claimant files its Memorial (19 June). Finland requests bifurcation (7 July), followed by further written submissions, including on the SPN Decision on Bifurcation of 8 August 2025.
  7. 10 November 2025Procedural Order No. 3 gives the reasons for the decision communicated on 10 September 2025: bifurcation of the denial of benefits objection only.
  8. 26 November 2025Procedural Order No. 4 rules on Finland's document production requests.
  9. 19 December 2025Procedural Order No. 5 declines Finland's request on a Highly Confidential Information designation, with leave to reapply.
  10. 11 February 2026Procedural Order No. 6 organises the in-person hearing on denial of benefits, set for 19–20 February 2026 at the IDRC in London.

Tribunal, counsel and experts

Decided by
For the claimant
Debevoise & Plimpton LLP
For the respondent
Three Crowns LLP

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Keywords

Summary generated with AI from the published documents — refer to the award for the authoritative text.

Case ID
ICSID Case No. ARB/24/38
Country
Section