GE Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA, LLC (18-1048)

argument 18-1048

GE Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA, LLC

Supreme Court of the United States 1h 1m 5 speakers 8 chapters transcribed 8 days ago official recording ↗

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What does the New York Convention say about enforcing arbitration agreements?

John G. Roberts 0:00

You'll hear argument next in case 18-1048, GE Energy Power Conversion France versus Otu-Kumhu. Mr. Droboretsky?

Unknown 0:11

Mr. Chief Justice, and may it please the Court, if this case involved a domestic arbitration agreement, GE Energy could enforce it as long as it could satisfy domestic non-signatory enforcement doctrines like equitable estoppel. The question here is whether the New York Convention prohibits that same result for international arbitration agreements. It does not. The Convention is simply silent about enforcement by non-signatories. That silence is consistent with the Convention's design, which sets a floor, not a ceiling, for enforcing arbitration agreements and awards. The Convention says that States must do certain things to promote arbitration. It doesn't say they can't do more than the Convention requires.

Unknown 0:53

Moreover, Article 2, the principal provision about arbitration agreements, is especially short, it is not a comprehensive scheme that displaces all sovereign authority to enforce domestic laws about arbitration agreements. All relevant sources of meaning understand the Convention this same way. Other contracting States are close to unanimous that the Convention does not preempt domestic law allowing non-signatory enforcement. The United States, the Restatement, Uncitral, and leading commentators agree. And allowing doctrines like equitable estoppel serves the Convention's overriding purpose, to overcome widespread resistance to arbitration. The Eleventh Circuit nevertheless interpreted the definition of agreement in writing to preclude non-signatory enforcement.

Unknown 1:39

This Court should not make the United States an outlier by adopting that position. Article 2.2 just specifies the kinds of agreements that States, at a minimum, must recognize. It doesn't limit who can enforce them. Respondents themselves don't defend the 11th Circuit's signature-based rule. They concede that all kinds of non-signatory enforcement doctrines, including even some kinds of equitable estoppel, are okay, just not the particular type of equitable estoppel here. That incoherent project of parsing some non-signatory enforcement doctrines from others has no basis in any of the tools of treaty interpretation.

John G. Roberts 2:19

Mr. Zabritsky, if you and I have an agreement to arbitrate. And even if you tell me, you know, I might have Mr. Hacker do most of the work under it, and I just want to make that clear to you, and then you do hire Mr. Hacker to do all the work in it, he can't be compelled to arbitrate with me if I don't like the quality of his work, right? He's not a signatory to our arbitration agreement. Maybe he doesn't even know about it. But the fact that you and I think No, you're going to get him to do it, and we think we're going to arbitrate all our disputes. He's not bound to

Unknown 2:58

arbitrate. I think whether he could arbitrate would depend on the domestic doctrine about non-signatory enforcement and on the facts that you've posited, I think, on an equitable estoppel theory. If you were to sue him rather than me for claims that are intertwined with our contract, the contract that you and I have, under an equitable estoppel theory, he could be compelled to arbitrate. That was the same sort of — I thought it

John G. Roberts 3:24

was one of the central propositions of our arbitration precedents, that arbitration is based on agreement. And here, somebody who never agreed to arbitration is being forced into arbitration, even though he has a clear right to take

Unknown 3:40

his dispute to court. Arbitration is, of course, a matter of consent. But as long as you and I have a valid arbitration agreement — That's the key consent. Then the scope of that arbitration agreement is another question, and that's determined in the Chapter 1 context by domestic law. That was the situation the Court faced in Arthur Anderson, and the Court saw no inconsistency between Chapter 1 and an equitable estoppel theory. There was no consent problem. with remanding for the lower court and Arthur Anderson to consider whether the requirements of equitable estoppel were satisfied to allow a non-signatory to compel arbitration in a domestic context.