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Exchange of Notes between the Government of Canada and the Government of the United Republic of Cameroon constituting an Agreement relating to Canadian Investments in the United Republic of Cameroon insured by the Government of Canada through its agent, the Export Development Corporation [1979] CATSer 13 (8 June 1979)

E101474 CTS - 1979 No. 15

EXCHANGE OF NOTES BETWEEN THE GOVERNMENT OF CANADA AND THE GOVERNMENT OF THE UNITED REPUBLIC OF CAMEROON CONSTITUTING AN AGREEMENT RELATING TO CANADIAN INVESTMENTS IN THE UNITED REPUBLIC OF CAMEROON INSURED BY THE GOVERNMENT OF CANADA THROUGH ITS AGENT, THE EXPORT DEVELOPMENT CORPORATION

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The Embassy of Canada to the Ministry of Foreign Affairs of the United Republic of Cameroon

YAOUNDE, May 23, 1979

No. 108

The Embassy of Canada presents its compliments to the Ministry of Foreign Affairs of the United Republic of Cameroon and, referring to the discussions that have been taking place for some time between the representatives of the Government of Cameroon and of Canada relating to investments in the United Republic of Cameroon which would further the development of economic relations between the United Republic of Cameroon and Canada, and to the insurance of such investments by the Government of Canada, through its agent, the Export Development Corporation, has the honour to submit to it the texts, in French and in English, which incorporate the points on which the representatives have reached agreement:

FOREIGN INVESTMENT INSURANCE AGREEMENT BETWEEN CANADA AND THE UNITED REPUBLIC OF CAMEROON

1. In the event of a payment by the Export Development Corporation under a contract of insurance for any loss by reason of:

(a) war, riot, insurrection, revolution or rebellion in The United Republic of Cameroon;

(b) the arbitrary seizure, expropriation, confiscation or deprivation of use of any property by a Government, or an Agency thereof, in the United Republic of Cameroon;

(c) any action by a Government, or an Agency thereof, in the United Republic of Cameroon other than action of the kind described in sub-paragraph (b) that deprives the investor of any rights in, or in connection with an investment; and

(d) any action by a Government, or an Agency thereof, in the United Republic of Cameroon that prohibits or restricts the transfer of any money or the removal of any property from that country,

the said corporation, hereinafter called the “Insuring Agency” shall be authorized by the Government of the United Republic of Cameroon to exercise the rights having devolved on it by law or having been assigned to it by the predecessor in title.

2. To the extent that the laws of the United Republic of Cameroon partially or wholly invalidate the acquisition of any interests in any property within its national territory by the insuring agency, the United Republic of Cameroon shall permit the investor and the insuring agency to make appropriate arrangements pursuant to which such interests are transferred to an entity permitted to own such interests under the laws of the United Republic of Cameroon.

3. The insuring agency shall assert no greater rights than those of the transferring investor under the laws of the United Republic of Cameroon with respect to any interest transferred or succeeded to as contemplated in paragraph 1. The Government of Canada, does, however, reserve its right to assert a claim in its sovereign capacity in the event of a denial of justice or other question of state responsibility as defined in international law.

4. Should the said insuring agency acquire, under investment insurance contracts, amounts and credits of the lawful currency of the Government of the United Republic of Cameroon, the said Government of the United Republic of Cameroon shall accord to those funds treatment no different than that which it would accord if such funds were to remain with the investor, and such funds shall be freely available to the Government of Canada to meet its expenditures in the national territory of the United Republic of Cameroon.

5. This agreement shall apply only with respect to insured investments in projects or activities which are permitted by the Government of the United Republic of Cameroon.

6. Differences between the two Governments, concerning the interpretation and application of provisions of this agreement or any claim arising out of investments insured in accordance with this agreement against either of the two Governments which, in the opinion of the other, present a question of public international law, shall be settled, insofar as possible through negotiations between the Governments. If such differences cannot be resolved within a period of three months following the request for such negotiations, they shall be submitted, at the request of either Government, to an ad hoc tribunal for settlement in accordance with applicable principles and rules of public international law. The arbitral tribunal shall consist of three members and shall be established as follows: each Government shall appoint one arbitrator; a third member, who shall act as chairman, shall be appointed by the other two members. The chairman shall not be a national of either country. The arbitrators shall be appointed within two months and the chairman within three months of the date of receipt of either Government’s request for arbitration. If the foregoing time limits are not met, either Government may, in the absence of any other agreement, request the President of the International Court of Justice to make the necessary appointment or appointments and both Governments agree to accept such appointment or appointments. If the President of the International Court of Justice is prevented from carrying out the said function or if he is a national of either country, the appointment or appointments shall be made by the vice-president, and if the latter is prevented from carrying out the said function or if he is a national of either country, the appointment or appointments shall be made by the next senior judge of the court who is not a national of either country. The arbitral tribunal shall decide by a majority vote. Its decision shall be final and binding on both Governments. Each of the Governments shall pay the expenses of its members and its representation in the proceedings before the arbitral tribunal; expenses of the chairman and other costs shall be paid in equal parts by the two Governments. The arbitral tribunal may adopt other regulations concerning costs. In all other matters, the arbitral tribunal shall regulate its own procedures. Only the respective Governments may request arbitral procedure and participate in it.

7. (a) If either Government considers it desirable to modify the provisions of this agreement, this procedure may be carried out through a request for consultations and/or by correspondence and shall begin not later than sixty (60) days from the date of the request.

(b) The modifications of the agreement agreed between the two Governments shall enter into force upon their confirmation on a date which shall be mutually agreed upon by an exchange of notes.

In the event that the Government of the United Republic of Cameroon approves the proposed texts, the Embassy of Canada proposes that this Note, which is authentic in English and in French, as well as the reply through diplomatic channels of the Ministry of Foreign Affairs, constitute an agreement between the Government of Cameroon and the Government of Canada, which shall enter into force on the date of the reply by the Ministry of Foreign Affairs. This agreement shall continue in force until terminated by either Government on six months’ notice in writing to the other Government. In the event of termination, the provisions of this agreement shall continue to apply to insurance contracts issued by the Government of Canada while the agreement was in force, for the duration of these contracts. The agreement shall not continue to apply, however, to such contracts for a period longer than fifteen years after its termination.

The Embassy of Canada avails itself of this opportunity to renew to the Ministry of Foreign Affairs of the United Republic of Cameroon the assurance of its highest consideration.

YAOUNDE, May 23, 1979

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The Minister of Foreign Affairs of the United Republic of Cameroon to the Ambassador of Canada

(Translation)

YAOUNDE, June 8, 1979

No. 5993/DIPL/2.-

His Excellency Mr. Gilles Duguay
Ambassador of Canada
Yaounde, Cameroon

Excellence,

I have the honour to acknowledge receipt of Note No. 108 of May 23, 1979 which reads as follows:

(See Canadian Note No. 108 dated May 23, 1979)

I have the honour to confirm that my Government approves the provisions set out above. I consequently propose that our exchange of Notes constitute, as of June 8, 1979, an Agreement governing the insurance of Canadian investments on the national territory of the United Republic of Cameroon.

Accept, Excellency, the renewed assurances of my high consideration.

Jean Keutcha