The theory, is so called “seat theory”,　that the arbitration is governed by the law of the place in which it is held, was well established in the earlier international convention. The Geneva Protocol 1923 states: “ The arbitral procedure, including the constitution of the arbitral tribunal, shall be governed by the will of the parties and by the law of the country in whose territory the arbitration takes place.”　When without the will of the parties, the question of how to determine the seat can be answered by arbitration rules, for instance, the ICC Rules that leave the choice to its own Court of Arbitration: “ The place of arbitration shall be fixed by the Court unless agreed upon the parties.”　The UNCITRAL Rules confer this power to the arbitration tribunal.
　　Although the parties have the right to agree that an arbitration shall be held in a country but subject to the procedure law of another country, this option would be less worthy to be recommended and unpractical because the parties would face the difficulty to acquire the assistance of a foreign court to exercise trans-national jurisdiction.
　　4. The law governing the substantive issues in dispute
　　The terms of “governing law”, “proper law of the contract”, “applicable law” and “the substantive law”，except being specialized, are equally in reference to the law governing the substance when depicted in context of ICA. As an important principle, the autonomy of parties is widely respected by the arbitration tribunal and the choice of governing law is preferably used by parties on purpose of use a “neutral” law system (sometimes rules or principles of law) to resolve the disputes. Thus the complexity is left to the tribunal and the participants of the ICA as well to discern what law is applicable. According to the autonomy of parties, choices of governing law are different from time to time to be suitable for the different circumstances, as following at least several laws (including rules of law) or principles of law are adopted as applicable law in the international commercial practice

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