Ruiz - Silva Abogados, S.C.

Chairman: Victor M. Ruiz
Managing Partners: Andrea Orta González Sicilia & Victor M. Ruiz
Number of partners: 2
Number of lawyers: 4
Languages: English, Spanish, French and Portuguese

Firm Overview:

Ruiz – Silva Abogados, S.C. is a dispute resolution boutique specializing in complex commercial cases with a particular focus on sophisticated corporate, energy and infrastructure disputes.
Members of the firm regularly represent clients in state court litigation and in arbitration, and also frequently act as arbitrators under the rules of the leading international institutions such as the ICC, LCIA, ICDR, PCA and the LMAA, as well as under the UNCITRAL rules and those of domestic institutions such as CANACO and CAM. The firm is proud of its strong reputation for its complex litigation practice, representing clients in commercial, civil and administrative cases, before local and federal courts, including constitutional proceedings (amparo).

Main Areas of Practice: 

Corporate & Shareholder Disputes
The resolution of corporate disputes lies at the core of Ruiz – Silva’s practice. We have significant experience in cases involving disputes under joint venture and shareholders’ agreements, family protocols, memorandums of understanding and company by-laws, including post M&A cases regarding breaches to representations and/or warranties, earn-out clauses, purchase price adjustments, indemnity clauses and other complex provisions. In the conference room or in the courtroom, we specialize in resolving complex shareholder and partnership disputes.

Energy Disputes
The increasing reliance on renewable energy sources together with the possibility of private investment in the sector has led the firm to handle complex, high value claims between the relevant players in the energy sector. We have advised clients and arbitrated a significant number of cases arising out of onshore and offshore drilling contracts, services agreements, gas purchase and sale contracts, etc. Typical claims include those relating to purchase price adjustments, take or pay provisions, drilling obligations, force majeure provisions, among others.

Infrastructure and Construction Disputes
It is not unusual for Infrastructure and Construction projects to face unexpected difficulties. These problems often lead to disputes between multiple contractors and/or under multiple contracts involving many complex technical and legal issues. Our firm has a strong reputation for working together with clients in managing their contracts to avoid conflicts and is renowned for its lawyers’ expertise in representing clients in complex litigation and arbitration cases over disputes concerning delays and disruptions, acceleration claims, additional costs, liquidated damages, failure to timely deliver the project, defects and termination.

Commercial Litigation & Arbitration
Our lawyers regularly act as counsel and as arbitrators in a significant number of domestic and international arbitrations and in litigation before state courts, involving disputes derived from contracts for the international sale of goods, service contracts, shareholders’ agreements, joint venture contracts, technology license, distributorship and franchise agreements.

Corporate and Transactional
Our lawyers have not only the knowledge and skills advising clients in complex and daily corporate matters but also are very conscious of our client’s business, allowing our law firm to provide comprehensive services in a wide range of areas. Our lawyers work closely with our clients in all aspects of business transactions providing legal advice from the incorporation, review, negotiation, and drafting of all types of contracts and closing documents ensuring compliance with applicable relevant regulations and laws.

Corporate Governance Dispute Resolution Advisory Services
Most companies are bound to experience corporate governance disputes at some point in their existence. If not managed timely and properly, they can undermine the board’s effectiveness and, ultimately, the company’s performance.

In addition to our work in corporate governance disputes, we also routinely advise companies in the implementation of dispute resolution mechanisms within the board of directors or family council. While necessary in virtually any company, these mechanisms are especially important for preventing conflict in family owned companies, allowing them to fully achieve institutionalization through the successful implementation of corporate best practices.

These mechanisms may involve setting up special committees within the board of directors and/or conflict resolution provisions in shareholder agreements and family protocols. Whether implementing such mechanisms and/or acting as a member of a dispute resolution committee, we are equipped to help companies effectively and efficiently address conflict amicably and constructively.

■ The firm currently represents a private company in an international arbitration under the CCAC Rules against a public Canadian wellness company. The dispute arose out several commercial agreements in connection to the commercialization of hand sanitizer gel.

■ The firm represented a Mobile Virtual Network Operator (MVNO) in an international arbitration under the ICDR Rules against a multinational telecommunications company, which is among the world’s leading telephone operators and mobile network service providers. While the dispute arose out of a commercial contract for operating as an MVNO under Respondent’s network, the case also involved the 2013 amendments to the Mexican Telecommunications Law, and the 2016 MVNO regulatory framework established by the Federal Telecommunications Institute. The firm’s client seeks an eight figure award for damages and lost profits.

■ The firm represents a Mexican subsidiary of one of the world’s leading commodity trading and logistics company in a commercial litigation derived from the performance of an Engineering, Procurement, Construction and Installation Contract (EPCI) of a naphtha processing unit. This case also involved parallel proceedings for calling and enforcing bonds posted under the EPCI Contract

■ The firm currently acts as litigation counsel for a worldwide manufacturer of axles for the automotive industry company in domestic and international complex commercial cases involving disputes arising out of Service Contracts, International and Domestic Sales Agreements and transfer of technology matters

■ The firm recently (November 2019) secured the annulment of an Anti-Arbitration Injunction issued by a Mexican state court enjoining an ICC Arbitration from moving forward. The case was instrumental in setting two important court precedents that relate to a state court’s lack of authority under the Mexican Arbitration Law (based on the UNCITRAL Model Law on International Commercial Arbitration) to suspend arbitration proceedings and to decide on challenges against an arbitrator when the parties have otherwise agreed on a procedure for such purpose (i.e., when parties agree to settle their disputes under the Rules of an arbitral institution that provides a specific procedure for challenging arbitrators)

■ In early 2019, the firm successfully represented a Mexican company specialised in off shore world for the maritime and energy sector in an ICC Emergency Arbitration filed against the firm’s client by two investment vehicles of a joint venture formed by two Spanish construction and energy infrastructure companies under a Contract for the construction and operation of a water intake an discharge system for two Combined Cycle Power Plants in the Sea of Cortez, Mexico. The Emergency Arbitrator rejected the opposing party’s request for emergency relief, which in turn resulted in a Settlement Agreement between the Parties that calls for payment to the firm’s client of over US$ 3.5 million. The firm continues to represent its client in the ensuing ICC Arbitration, which is suspended pending payment of the last tranche agreed upon in the Settlement Agreement

■ The firm successfully represented a Mexican manufacturer of phenolic resins and foundry products in an ICDR arbitration against a US producer of industrial minerals under a Manufacturing and Supply Agreement for developing and producing resin coated sand for the oil and gas industry. The proceedings resulted in award in favor of the firm’s client for over US$ 8 million in damages and lost profits. The firm also successfully represented the same client in an ICC Mediation with a German manufacturer of chemical products and its wholly owned US subsidiary under two Technical License Agreements governed by the laws of Mexico and by the laws of the State of New York. The settlement agreement involved a release of firm’s client allowing it to freely use and exploit the technology transferred over a 20-year period and a monetary settlement

■ The firm successfully represented the shareholders of a Mexican Insurance Company in an ICC Emergency Arbitration and the ensuing Arbitration proceedings against their US and Dutch partners under a Shareholders Agreement and under a Memorandum of Understanding (MoU), governed by Mexican law. The emergency measures adopted in favor of the firm’s client ordered the minority shareholders to comply with their corporate and fiduciary duties. The award in the arbitration resulted in annulment of a Memorandum of Understanding that Respondent’s argued amounted to a Share Purchase Agreement under which the firm’s client was bound to purchase Respondent’s shares in the Insurance Company in exchange for US$ 22 million