United States District Court, S.D. New York
MEMORANDUM OPINION & ORDER
J. NATHAN, DISTRICT JUDGE.
April 2, 2016, Petitioner General Electric Company
("GE" or "Petitioner") filed a petition
to confirm an arbitration award, including supporting papers
and a memorandum of law in support of confirmation. Dkt. Nos.
1-5. After the issuance of letters rogatory, Dkt. No. 17, and
the voluntary dismissal of one respondent, Dkt. No. 15, the
Court issued a scheduling order requiring that Petitioner
docket a certificate of service no later than April 25, 2017,
and that the remaining respondent, Sampo Corporation, serve
any opposition to the petition by May 7, 2017. See Dkt. No.
March 29, 2017, Petitioner filed an affidavit of service
confirming that the petition was served upon Respondent Sampo
Corporation by the Taiwan Taoyuan District Court, and that
the scheduling order was both mailed and hand delivered to
Sampo Corporation. Dkt. No. 25. Nonetheless, Respondent Sampo
Corporation failed to oppose or otherwise respond to GE's
petition, and has not appeared in this action. On May 15,
2017, the Court deemed the petition fully submitted and
unopposed. Dkt. No. 41. The Court will now consider the
motion to confirm the arbitration award. For the following
reasons, the motion is GRANTED.
Standard of Review
confirmation of an arbitration award is 'a summary
proceeding that merely makes what is already a final
arbitration award a judgment of the court." D.H.
Blair & Co., Inc. v. Gottdiener, 462 F.3d 95, 110
(2d Cir. 2006) (quoting Florasynth, Inc. v.
Pickholz, 750 F.2d 171, 176 (2d Cir. 1984)). The court
'"must grant' the award 'unless the award is
vacated, modified, or corrected.'" Id.
(quoting 9 U.S.C. § 9). The Second Circuit has
recognized that "an extremely deferential standard of
review" is appropriate in the context of arbitral awards
"[t]o encourage and support the use of arbitration by
consenting parties." Porzig v. Dresdner, Kleinwort,
Benson, North Am. LLC, 497 F.3d 133, 138-39 (2d Cir.
2007). Accordingly, "[o]nly a 'barely colorable
justification for the outcome reached' by the
arbitrator is necessary to confirm the award."
D.H. Blair, 462 F.3d at 110 (quoting Landy
Michaels Realty Corp. v. Local 32B-32J, Serv. Emps. Int'l
Union, 954 F.2d 794, 797 (2d Cir. 1992)). The award
should be confirmed "if a ground for the
arbitrator's decision can be inferred from the facts of
the case." Id. at 110 (quoting Barbier v.
Shearson Lehman Hutton, Inc., 948 F.2d 117, 121 (2d Cir.
1991)) (internal quotation marks omitted). "Even if a
court is convinced the arbitrator's decision is
incorrect, the decision should not be vacated so long as the
arbitrator did not exceed the scope of his authority."
Abram Landau Real Estate v. Bevona, 123 F.3d 69, 75
(2d Cir. 1997).
confirmation of the award is unopposed, '"the
petition and the accompanying record' become 'a
motion for summary judgment.'" Trustees of the
UNITED HERE Nat'l Health Fund v. JY Apparels, Inc.,
535 F.Supp.2d 426, 428 (S.D.N.Y. 2008) (quoting D.H
Blair at 110). Thus, the Court must still
"examin[e] the moving party's submission to
determine if it has met its burden of demonstrating that no
material issue of fact remains for trial." D.H.
Blair at 110 (quoting Vt. Teddy Bear Co., Inc. v.
1-800 Beargram Co., 373 F.3d 241, 244 (2d Cir. 2004))
(internal quotation marks omitted). If the evidence is
insufficient to meet this burden, summary judgment must be
denied even without opposing evidentiary matter. See
The Court Grants Petitioners' Motion to Confirm the
initial matter, the Court notes that it has jurisdiction over
this matter for three reasons. First, pursuant to 28 U.S.C.
§ 1332(a)(2), the Court has subject matter jurisdiction
because GE is a New York corporation and respondents are
foreign corporations and the amount in controversy exceeds
$75, 000. Second, the Convention on the Recognition and
Enforcement of Foreign Arbitral Awards ("New York
Convention") lends this Court an independent basis for
subject matter jurisdiction. June 10, 1958, 21 U.S.T. 2517
(implemented and codified at 9 U.S.C. §§ 201-208);
see Crystal Pool AS v. Trefin Tankers Ltd., No.
12-CV-9417(RA), 2014 WL 1883506, at *2 (S.D.N.Y. May 9,
2014). Finally, the Court has personal jurisdiction over the
parties because they consented to arbitration in New York and
did in fact arbitrate in New York. Crystal Pool,
2014 WL 1883506, at *2.
have presented undisputed evidence demonstrating that
arbitration was appropriate in this case. GE Appliances Asia
Limited ("GE Appliances Asia") and GEA Parts, LLC
("GEA Parts") entered a manufacturing contract in
February 2002 with Sampo Enterprise for the manufacture of
certain consumer appliances, including GE-branded
refrigerators. See Petition to Confirm Arbitration
Award ("Pet."), Dkt. No. 1 ¶ 8. In July 2002,
the contract was amended to add Respondent Sampo Corporation
as a seller. Pet. ¶ 9. Under the contract, Sampo Corp.
and Sampo Enterprise agreed to indemnify GE Appliances Asia
and GEA Parts and their affiliates and customers from all
claims arising from products sold and/or supplied by Sampo
Corp. and Sampo Enterprise. Pet. ¶ 10. At all relevant
times, GE Appliances Asia was an indirect subsidiary and
affiliate of Petitioner GE.
January 2013, Sabreliner made a claim against GE with respect
to a fire that occurred at a Sabreliner facility allegedly
caused by a GE-branded refrigerator manufactured by Sampo
Enterprise and sold by Sampo Corp. Pet. ¶ 13. GE
requested that Respondents defend and indemnify GE pursuant
to the terms of the contract, but they refused. Pet.
¶¶ 14, 17. The manufacturing contract contained an
arbitration clause that required a dispute of this nature be
submitted to arbitration, Pet. ¶ 17, and a hearing was
held from November 9-11, 2015 before a three-member
arbitration panel. Pet. ¶ 21. GE and Sampo Corp.
appeared at the in-person hearing, were represented by
counsel and submitted documentary evidence and witness
testimony, while Sampo Enterprise, despite proper notice, did
not appear. Pet. ¶¶ 21-22.
February 4, 2016, the arbitration panel transmitted a final
award. Pet ¶ 23; Declaration of Arthur E. Maravelis in
Support of General Electric Company's Petition to Confirm
Arbitration Award ("Maravelis Decl."), Dkt. No. 5,
at Ex. 5 ("Final Award"). The panel made numerous
findings of fact. For example, it found that the sale of the
Sabreliner refrigerator happened within the time period
governed by the contract manufacturing agreement
("CMA"), that the CMA provisions extend to GE as a
customer and affiliate of GE Appliances Asia, and that
GE's conduct and settlement of the Sabreliner litigation
was reasonable. Final Award at 4. Ultimately, the panel found
that Sampo Corporation and Sampo Enterprise Co. shall jointly
and severally pay to GE $3, 051, 817.22, consisting of $2,
500, 000 on GE's indemnity liability claim, $171, 174.81
on GE's attorney's fees and costs, and $380, 642.41
in pre-judgment interest representing 9% of the foregoing
sums from the date of the demand through the date of award.
Id. at 5. The panel also awarded administrative fees
and expenses for the International Centre of Dispute
Resolution (ICDR) and compensation and expenses of the panel.
reviewed Petitioners' submissions with requisite
deference to the arbitrator, the Court finds more than the
required "barely colorable justification" for the
arbitrator's award. D.H. Blair, 462 F.3d at 110
(quoting Landy Michaels Realty Corp., 954 F.2d at
797)). There is no valid basis to vacate, modify, or correct
the Final Award here. Given this, the Federal Arbitration Act
mandates that this Court confirm the Final Award. See
9 U.S.C. § 9. There is no evidence that the panel
committed any impropriety with respect to the arbitration or
Final Award, such as through corruption, fraud, or some other
impropriety. Nor did the panel manifestly disregard any
well-defined legal principle. Accordingly, the award is
confirmed in its entirety.
motion to confirm the arbitration award of $3, 051, 817.22 is
GRANTED. The Clerk of Court is respectfully directed ...