ACCEPTED

05-17-00412-CV
FIFTH COURT OF APPEALS
DALLAS, TEXAS
5/18/2017 7:13:59 PM
LISA MATZ
CLERK

No. 05-17-00412-CV
IN THE COURT OF APPEALS FOR THE
FIFTH DISTRICT OF TEXAS AT DALLAS FILED IN
5th COURT OF APPEALS
_____________________________________ DALLAS, TEXAS
5/18/2017 7:13:59 PM
SIGNATURE PHARMACEUTICALS, L.L.C.,LISA MATZ
Clerk
SIGNATURE R&D HOLDINGS, L.L.C.,
AMERICAN GENERICS, INC., and
MCCORMICK HOLDINGS, L.L.C.,

Plaintiffs-Appellants,

v.

RANBAXY, INC.
(f/k/a RANBAXY PHARMACEUTICALS, INC.),
RANBAXY LABORATORIES, LTD.,
VENKATACHALAM KRISHNAN, and
ARUN SAWHNEY,

Defendants-Appellees.
_______________________________________________________________

On Appeal from the District Court of Collin County

Cause No. 296-03032-2014
__________________________________________________________________

APPELLANTS’ BRIEF
__________________________________________________________________
S. Shawn Stephens
Texas State Bar No. 19160060
KING & SPALDING LLP
1100 Louisiana St., Suite 4000
Houston, Texas 77002
Telephone: (713) 961-5151
Facsimile: (713) 751-3290
Attorney for Appellants
ORAL ARGUMENT REQUESTED
 IDENTITIES OF PARTIES AND COUNSEL
Plaintiffs-Appellants
Signature Pharmaceuticals, L.L.C., Signature R&D Holdings, L.L.C.,
American Generics, Inc., and McCormick Holdings, L.L.C.
Trial Counsel
Sara K. McBrearty Brian A. White (pro hac vice)
KING & SPALDING LLP KING & SPALDING LLP
1100 Louisiana St., Ste. 4000 1180 Peachtree St. NE
Houston, Texas 77002 Atlanta, Georgia 30309
Julius S. Staev
LAW OFFICES OF JULIUS S. STAEV
2101 Cedar Springs Rd., Ste. 1050
Dallas, Texas 75201
Appellate Counsel
S. Shawn Stephens Brian A. White (pro hac vice pending)
Sara K. McBrearty KING & SPALDING LLP
KING & SPALDING LLP 1180 Peachtree St. NE
1100 Louisiana St., Ste. 4000 Atlanta, Georgia 30309
Houston, Texas 77002
Jeffrey M. Telep (pro hac vice pending)
KING & SPALDING LLP
1700 Pennsylvania Ave. NW, Ste. 200
Washington, D.C. 20006
Defendants-Appellees
Ranbaxy, Inc. (f/k/a Ranbaxy Pharmaceuticals, Inc.), Ranbaxy
Laboratories, Ltd., Venkatachalam Krishnan, and Arun Sawhney.
Trial & Appellate Counsel
Clyde M. Siebman Jay P. Lefkowitz, P.C. (pro hac vice)
Stephanie R. Barnes KIRKLAND & ELLIS LLP
SIEBMAN, BURG, PHILLIPS & 601 Lexington Ave.
SMITH, LLP New York, New York 10022
Federal Courthouse Square
300 North Travis St.
Sherman, Texas 75090

i
 TABLE OF CONTENTS

Identities of Parties and Counsel................................................................................ i 

Index of Authorities ................................................................................................. iii 
Statement of Case.......................................................................................................1 
Statement Regarding Oral Argument ........................................................................2 
Issues Presented for Review ......................................................................................3 
Statement of Facts ......................................................................................................4 
Summary of Argument...............................................................................................1 
Argument....................................................................................................................3 
I.  This Court Has Appellate Jurisdiction ............................................................7 
II.  Standard of Review........................................................................................13 
III.  The JV Partners Clearly And Unmistakably Agreed To Arbitrate Any
Challenge To The Tribunal’s Jurisdiction .....................................................15 
A.  The Tribunal Did Not Exceed Its Powers ...........................................16 
B.  The District Court Lacked Authority To Decide The Arbitrability
Question A Second Time ....................................................................24 
i)  The District Court Relied On A Distinguishable Case
From The Fifth Circuit .............................................................. 25 
ii)  Ranbaxy Did Not Prove Any Of The Grounds For Non-
Recognition Found In The FAA Or The New York
Convention ................................................................................ 27 
IV.  The Tribunal’s Partial Final Award Would Survive De Novo Review Even If
It Were Subject To Judicial Second-Guessing ..............................................34 
V.  The District Court Should Not Be Allowed To Interfere With An Ongoing
Arbitration......................................................................................................44 
Prayer .......................................................................................................................47 
Certificate of Word Count .......................................................................................48 
Certificate of Service ...............................................................................................49 
APPENDIX....................................................................................................50 

ii
 INDEX OF AUTHORITIES
Page(s)
Cases
Accenture LLP v. Spreng,
647 F.3d 72 (2d Cir. 2011) ................................................................... 11
Alcatel Space, S.A. v. Loral Space & Commc’ns Ltd.,
154 F. Supp. 2d 570 (S.D.N.Y. 2001), aff’d, 25 F. App’x 83
(2d Cir. 2002) ........................................................................................ 28
Alcatel Space, S.A. v. Loral Space & Commc’ns Ltd.,
No. 02-cv-2674, 2002 WL 1391819 (S.D.N.Y. June 25,
2002) ..................................................................................................... 27
Allied-Bruce Terminix Cos. v. Dobson,
513 U.S. 265 (1995) ................................................................................ 3
Asignacion v. Rickmers Genoa Schiffahrtsgesellschaft mbH,
783 F.3d 1010 (5th Cir. 2015) ........................................................ 14, 24
AT&T Tech., Inc. v. Commc’ns Workers,
475 U.S. 643 (1986) .............................................................................. 25
Austin Comm. Contractors, L.P. v. Carter & Burgess, Inc.,
347 S.W.3d 897 (Tex. App.—Dallas 2011, pet. denied) ...................... 10
B.L. Habert Int’l v. Hercules Steel Co.,
441 F.3d 905 (11th Cir. 2006), overruled on other grounds
by Hall Street Assocs. LLC v. Mattel, 552 U.S. 576 (2008) ................ 23
Belize Soc. Dev., Ltd. v. Gov’t of Belize,
668 F.3d 724 (D.C. Cir. 2012) .............................................................. 15
BLGH Holdings LLC v. enXco LFG Holding, LLC,
41 A.3d 410 (Del. 2012) ........................................................................ 38
Centex/Vestal v. Friendship W. Baptist Church,
314 S.W.3d 677 (Tex. App.—Dallas 2010, pet. denied) ...................... 24

iii
Chevron Corp. v. Republic of Ecuador,
949 F. Supp. 2d 57 (D.D.C. 2013) ........................................................ 27
In re Chevron U.S.A., Inc.,
419 S.W.3d 341 (Tex. App.—El Paso 2010, orig.
proceeding) ..................................................................................... 11, 12
CMS Partners, Ltd. v. Plumrose USA, Inc.,
101 S.W.3d 730 (Tex. App.—Texarkana 2003, no pet.)...................... 38
Concesionaria Dominicana de Autopistas y Carreteras, S.A.
v. Dominican State,
No. 12-1335, 2012 WL 6632812 (D.D.C. Dec. 20, 2012) ..................... 14
In re D. Wilson Constr. Co.,
196 S.W.3d 774 (Tex. 2006) ................................................................. 12
Davis v. Johnston,
No. 03-10-00712-CV, 2012 WL 2499472 (Tex. App.—
Austin June 28, 2012, no pet.) (mem. op.) .................................... 39, 42
Emilio v. Sprint Spectrum L.P.,
No. 11-cv-3041, 2012 WL 917535 (S.D.N.Y. Mar. 16, 2012) .............. 28
First Interregional Equity Corp. v. Haughton,
842 F. Supp. 105 (S.D.N.Y. 1994) ........................................................ 13
First Options v. Kaplan,
514 U.S. 938 (1995) ...................................................................... passim
Florasynth, Inc. v. Pickholz,
750 F.2d 171 (2d Cir. 1984) ................................................................. 14
Four Seasons Hotels & Resorts, B.V. v. Consorcio Barr, S.A.
377 F.3d 1164 (11th Cir. 2004) ............................................................ 28
Four Seasons Hotels & Resorts, B.V. v. Consorcio Barr, S.A.,
533 F.3d 1349 (11th Cir. 2008) ................................................ 28, 33, 43
Fulgham v. Fischer,
349 S.W.3d 153 (Tex. App.—Dallas 2011, no pet.) ............................. 13

iv
Gilbert Texas Const., L.P. v. Underwriters at Lloyd’s London,
327 S.W.3d 118 (Tex. 2010) ................................................................. 38
Green Tree Fin. Corp. v. Randolph,
531 U.S. 79 (2000) ................................................................................ 10
Group 32 v. GC Barnes,
No. 3:14-cv-2436-B, 2015 WL 144082 (N.D. Tex. Jan. 9,
2015) ..................................................................................................... 19
Idea Nuova, Inc. v. GM Licensing Group, Inc.,
617 F.3d 177 (2d Cir. 2010) ................................................................. 20
Indus. Risk Insurers v. M.A.N. Gutenhoffnungsbutte,
141 F.3d 1434 (11th Cir. 1998) ........................................................ 5, 15
Int’l Trading & Indus. Inv. Co. v. DynCorp Aerospace Tech.,
763 F. Supp. 2d 12 (D.D.C. 2011) ........................................................ 14
J.M. Davidson, Inc. v. Webster,
128 S.W.3d 223 (Tex. 2003) ................................................................. 38
Jody James Farms, JV v. Altman Group, Inc.,
506 S.W.3d 595 (Tex. App.—Amarillo 2016, pet. filed) ...... 2, 12, 21, 27
Karaha Bodas Co., L.L.C. v. Perusahaan Pertambangan
Minyak Dan Gas Bumi Negara,
364 F.3d 274 (5th Cir. 2004) ............................................................ 5, 16
Lummus Glob. Amazonas S.A. v. Aguaytia Energy del Peru
S.R. Ltda.,
256 F. Supp. 2d 594 (S.D. Tex. 2002) ...................................... 10, 11, 43
Lummus Glob. Amazonas S.A. v. Aguaytia Energy del Peru
S.R. Ltda.,
256 F. Supp. 2d 639 (S.D. Tex. 2002) .................................................. 43
Martin Marietta Materials, Inc. v. Vulcan Materials Co.,
56 A.3d 1072 (Del. Ch. 2012) ............................................................... 38

v
Medicis Pharm. Corp. v. Anacor Pharm., Inc.,
No. CV 8095-VCP, 2013 WL 4509652 (Del. Ch. Aug. 12,
2013) ..................................................................................................... 38
Mills v. Advocare Int’l, LP,
No. 05-15-00769-CV, 2015 WL 5286829 (Tex. App.—
Dallas Sept. 10, 2015, no pet.) (mem. op.) ............................................ 8
Myer v. Americo Life, Inc.,
232 S.W.3d 401 (Tex. App.—Dallas 2007, no pet.) ....................... 15, 31
Nafta Traders, Inc. v. Quinn,
339 S.W.3d 84 (2011) ....................................................................... 4, 15
Oracle America, Inc. v. Myriad Group, A.G.,
724 F.3d 1069 (9th Cir. 2013) .............................................................. 21
Osborn ex rel. Osborn v. Kemp,
991 A.2d 1153 (Del. 2010) .................................................................... 42
Outokumpu Stainless USA LLC v. Converteam SAS,
No. 16-378-KD-C, 2017 WL 401951 (S.D. Ala. Jan. 30,
2017) ....................................................................................................... 6
In re Palacios,
221 S.W.3d 564 (Tex. 2006) ................................................................. 12
Petrofac, Inc. v. DynMcDermott Petroleum Operations Co.,
687 F.3d 671 (5th Cir. 2012) ................................................................ 21
Rent-A-Center Tex., L.P. v. Bell,
No. 09-16-00085-CV, 2016 WL 4499093 (Tex. App.—
Beaumont Aug. 25, 2016, no pet.) (mem. op.) ..................................... 22
Schlumberger Tech. Corp. v. Baker Hughes Inc.,
355 S.W.3d 791 (Tex. App.—Houston [1st Dist.] 2011, no
pet.) ..................................................................................... 22, 33, 45, 46
Schneider v. Kingdom of Thailand,
688 F.3d 68 (2d Cir. 2012) ................................................................... 26

vi
Smith v. Transportation Workers,
374 F.3d 372 (5th Cir. 2004) .......................................................... 25, 26
Southland Corp. v. Keating,
465 U.S. 1 (1984) .................................................................................... 3
Thornton v. Ne. Harris Cty. MUD 1,
447 S.W.3d 23 (Tex. App.—Houston [14th Dist.] 2014, pet.
denied) .................................................................................................... 9
Twin City Fire Ins. Co. v. Del. Racing Ass’n,
840 A.2d 624 (Del. 2003) ...................................................................... 38
Universal C. I. T. Credit Corp. v. Daniel,
150 Tex. 513 (1951) .............................................................................. 38
World Bus. Paradise, Inc. v. SunTrust Bank,
403 F. App’x 468 (11th Cir. 2010) ....................................................... 23
Zorra Transport Inc. v. Seaboard Trading & Shipping,
No. 00-cv-2262, 2001 WL 417688 (S.D.N.Y. Apr. 24, 2001) ............... 28
Statutes
1996 Indian Arbitration Act ..................................................................... 40

Federal Arbitration Act .................................................................... passim

FAA Chapter I ........................................................................ 13, 16, 17, 30

FAA Chapter II ........................................................................... 3, 5, 13, 15

FAA Section 2 ....................................................................................... 3, 40

FAA Section 9 ................................................................................. 1, 13, 30

FAA Section 10(a)(4)............................................................................. 1, 30

FAA Section 16 ....................................................................................... 7, 9

FAA Section 16(a)(1)(D) ....................................................................... 7, 27

FAA Section 16(a)(1)(E).................................................................. 9, 10, 11

vii
FAA Section 16(a)(3)........................................................................... 7, 8, 9

FAA Section 202 ..................................................................................... 4, 6

FAA Section 207 ........................................................................... 13, 28, 29

TEX. CIV. PRAC. & REM. CODE ANN. § 172.002(a)(3) ................................. 39

TEX. CIV. PRAC. & REM. CODE § 51.016 ............................................. 7, 9, 12

Other Authorities
U.S. Uniform Arbitration Act .................................................................. 39
AAA Rule R-1(a) ............................................................................. 8, 19, 35
AAA Rule R-7 ............................................................................................ 31
AAA Rule R-7(a) ................................................................................... 9, 20
AAA Rule R-8 ........................................................................................ 9, 23
AAA Rule R-21 .......................................................................................... 35
AAA Rule R-22 .................................................................................... 35, 41
AAA Rule R-23 .......................................................................................... 41
AAA Rule R-24 .......................................................................................... 41
AAA Rule R-33 .......................................................................................... 41
AAA Rule R-34 .......................................................................................... 41
AAA Rule R-35 .......................................................................................... 42
AAA Rule R-47(b) ....................................................................................... 9
2007 CPR Rules for Non-Administered Arbitrations Rule 15-
1 ............................................................................................................ 40
JAMS arbitration rules Rule 24(d) .......................................................... 39
AAA Procedures for Large, Complex Commercial Disputes
Rule L-3(f)............................................................................................. 42

viii

Nature of the case:
Course of proceedings:
Trial court’s disposition:
STATEMENT OF CASE
This case concerns the scope of the
Arbitration Tribunal’s powers, i.e., the
arbitrability of the dispute. Appellant
Signature Pharmaceuticals, Inc. contends
that the Tribunal, and not the court, is
empowered to decide arbitrability, that the
Tribunal correctly decided that it has
continuing jurisdiction over the case, C.R.
1563–2100, and that the District Court
erred by entering an order that interfered
with the ongoing arbitration. Appellee
Ranbaxy, Inc. contends that the Tribunal
has exceeded its powers and the arbitration
should be terminated. C.R. 1283–1539,
2186–2270.
After Appellants filed this suit in Collin
County, Texas, and Appellees moved to
compel arbitration, the District Court
ordered arbitration and stayed the
proceedings, after which Appellant
commenced arbitration. C.R. 73, 78–158,
852. Appellee challenged the Tribunal’s
jurisdiction, the parties arbitrated
arbitrability, and the Tribunal issued an
award rejecting that challenge. See C.R.
1907-17. Appellee moved the District Court
to lift the stay of litigation and issue a
declaratory judgment vacating the award.
C.R. 941–1539. Appellant opposed those
motions and cross-moved to confirm the
award. C.R. 1563–2100, 2109–83.
The District Court issued an order on April
3, 2017, lifting the stay, denying the motion
to confirm the award, and granting a
declaratory judgment. See C.R. 2312–13.
1
 STATEMENT REGARDING ORAL ARGUMENT

The Court’s decisional process would be significantly aided by oral

argument. The procedural background and legal issues in this appeal

are detailed and fairly complicated. Oral argument would help the

Court focus on the key legal and factual issues that call for vacating the

District Court’s declaratory judgment and confirming the Tribunal’s

award on jurisdiction. Accordingly, Appellants request that this appeal

be set for oral argument.

2
 ISSUES PRESENTED FOR REVIEW

1. Did the District Court err in failing to confirm the Arbitral

Tribunal’s Partial Final Award and in vacating that Award
where the clear and unmistakable evidence shows that the JV
Partners agreed that the Tribunal rather than the court would
resolve any disputes concerning the Tribunal’s jurisdiction?

2. Even if arbitrability were an issue for the District Court, did

the District Court err in determining that the Tribunal’s award
failed to satisfy the contractual deadline for the issuance of “an
award”?

3. Alternatively, did the District Court err by improperly

interfering with an ongoing arbitration?

3
 STATEMENT OF FACTS

Appellant Signature Pharmaceuticals, L.L.C. (“Signature”) is a

Delaware limited liability company and the surviving company of a

merger with Signature Pharmaceuticals, Inc. C.R. 1707. Signature’s

home office is located in Collin County, Texas. Id.

Appellee Ranbaxy Pharmaceuticals, Inc. (“Ranbaxy”) is a

Delaware corporation headquartered in Princeton, New Jersey. C.R.

1708. In 2014, when this case began in the District Court, Ranbaxy was

a subsidiary of Ranbaxy Laboratories Ltd. (“Ranbaxy Ltd.”), an Indian

pharmaceutical company. Id. Ranbaxy Ltd. was subsequently acquired

by Sun Pharmaceuticals Ltd., another Indian pharmaceutical company.

Id.

In 2001, Signature and Ranbaxy entered into a JV Agreement to

create the JV Partners’ Limited Liability Company, Ranbaxy Signature

LLC (“the LLC”). C.R. 1607–08. The JV Partners created the LLC to

exploit the rights to liquid and solid metformin, a popular drug used to

treat type II diabetes, on a worldwide basis, including valuable

intellectual property rights belonging to Signature. C.R. 1602–62.

4
 At the time Signature entered into the JV Agreement, it was not

aware that Ranbaxy and its affiliates, collectively known as the

“Ranbaxy Group,” were members of an international criminal

enterprise. C.R. 1566. The Ranbaxy Group’s illicit acts, which occurred

primarily in India, not only violated the laws of the United States, but

also breached Ranbaxy’s contractual and fiduciary duties to Signature

and to the LLC. See C.R. 1716–21.

Ranbaxy concealed this illegal conduct from Signature, the LLC,

and the public for years, until the U.S. government discovered it and

prosecuted the criminal enterprise. C.R. 1717–18. Caught red-handed,

one of Ranbaxy’s affiliates pled guilty to multiple crimes, and the

Ranbaxy Group paid approximately $540 million in criminal and civil

penalties. C.R. 1721; see also C.R. 1718–21 (detailing the various

federal, state, and whistleblower civil and criminal actions and

investigations brought against members of the Ranbaxy Group).

As a result of Ranbaxy’s criminal conduct and other breaches of

obligations to Signature and the LLC, Signature has suffered over $190

million in damages. C.R. 1723. In violation of its contractual, fiduciary,

and other duties, however, Ranbaxy has continued to conceal the true

5
scope of its breaches from Signature, refusing to provide its JV Partner

with even the most basic information. Signature is entitled to this

information under the JV Agreement and pursuant to Signature’s

rights as a member of the LLC. C.R. 1723–24, 1744–45, 1752–57.

After learning of Ranbaxy’s misconduct, Signature and others

commenced litigation in the District Court for Collin County in 2014.

C.R. 1709–10. Ranbaxy obtained from the District Court an order

staying litigation and compelling arbitration pursuant to the arbitration

agreement found in Article 12.8 of the JV Agreement. C.R. 852, 1683.

Specifically, the order stated that “the Court hereby STAYS these

proceedings until such arbitration has been had in accordance with the

terms of the agreement to arbitrate.” Id.

On September 22, 2016, Signature sent Ranbaxy a notice of

default pursuant to Article 8.5 of the JV Agreement, demanding that

Ranbaxy fulfill its contractual obligations. Id. 1687–1701. Signature

also demanded that Ranbaxy pay for the lost value of Signature’s

investment in the joint venture and/or compensate it for direct damages

related to past and future sales lost due to Ranbaxy’s illicit conduct in

breach of the JV Agreement and its fiduciary duties. In the event

6
Ranbaxy failed to cure, Signature reserved all rights to obtain relief,

including by initiating an arbitration with the American Arbitration

Association (“AAA”) pursuant to the JV Partners’ arbitration

agreement. C.R. 1687–1701, 1724.

Ranbaxy did not even respond, much less cure, within the thirty-

day period set by the JV Agreement, and thus became a “Defaulting

Member” on October 24, 2016. This triggered Signature’s right—in

addition to any other remedies it might have—to seek the arbitral

remedies set forth in Article 8.5. See C.R. 1627–28. Signature timely

commenced arbitration at the AAA against Ranbaxy on October 25,

2016. C.R. 1724–25.

The arbitration is governed by the arbitration agreement in

Article 12.8 of the JV Agreement:

12.8 Arbitration. In the event of any disputes that are not

resolved by the Board or the Members shall be (sic) resolved
exclusively through arbitration and settled by a panel of
three (3) arbitrators in New York, New York (one of whom
shall be selected by [Signature], one of whom shall be
selected by Ranbaxy and the third of whom shall be selected
by the arbitrators selected by [Signature] and Ranbaxy) who
shall hold a hearing and make an award within sixty (60)
days of the filing for arbitration. The arbitrators shall be
selected and the proceedings and award conducted in
accordance with the rules of the American Arbitration
Association then pertaining. The arbitrators, in addition to

7
 any award that they shall make, shall have the discretion to
award the prevailing party the costs of the proceedings
together with reasonable attorney’s fees. Any award made
hereunder may be docketed in a court of competent
jurisdiction. In the event there are any issues which are not
arbitrable as a matter of law, and as a condition precedent to
a court making a determination on any non-arbitrable
issues, any issues which may be arbitrated shall first be
determined by arbitration pursuant to this Section 12.8.

C.R. 1635. The JV Partners selected a highly esteemed Tribunal

consisting of former Associate Justice Leo Milonas of the Appellate

Division of the Supreme Court of the State of New York, First

Department, who also served as Chief Administrative Judge of the

State of New York (the Chairman); Mr. James Carter, a highly

respected international arbitration practitioner and senior counsel at

WilmerHale (selected by Signature); and former Chancellor William

Chandler of the Delaware Court of Chancery (selected by Ranbaxy). See

C.R. 1798-1808, 1830-33.

The arbitration agreement’s key features, for the purposes of this

appeal, are as follows:

 The JV Partners incorporated the Commercial Arbitration

Rules of the American Arbitration Association (the “AAA
Rules”). (Rule R-1(a): “The parties shall be deemed to have
made these rules a part of their arbitration agreement
whenever they have provided for arbitration by the
American Arbitration Association (hereinafter AAA) under

8
 its Commercial Arbitration Rules. . . .”). See C.R. 2061.
Thus, the AAA Rules form part of the arbitration agreement.
See C.R. 1911 (noting the Tribunal’s holding that “[t]he
AAA’s Commercial Rules . . . are included by reference as
part of the [JV] Agreement”).

 The JV Partners clearly and unmistakably agreed that the

arbitrators, and not the court, would have the power to
decide any objections to the arbitrators’ jurisdiction. (Rule R-
7(a): “The arbitrator shall have the power to rule on his or
her own jurisdiction, including any objections with respect to
the existence, scope, or validity of the arbitration agreement
or to the arbitrability of any claim or counterclaim.”). See
C.R. 2064.

 The JV Partners agreed that the arbitrators would have the

power to construe the relevant provisions of the AAA Rules.
(Rule R-8: “The arbitrator shall interpret and apply these
rules insofar as they relate to the arbitrator’s powers and
duties.”). See C.R. 2065.

 The JV Partners agreed that the Tribunal would have the

power to issue interim, partial, or final awards. (Rule R-
47(b): “In addition to a final award, the arbitrator may make
other decisions, including interim, interlocutory, or partial
rulings, orders, and awards”). See C.R. 2079.

 The JV Partners agreed that the Tribunal would hold a

hearing and issue an award within 60 days of the filing for
arbitration. See C.R. 1635.

Once it managed to compel arbitration, Ranbaxy engaged in a

dogged effort to hinder the arbitration and prevent the Tribunal from

efficiently resolving the dispute. See C.R. 1572. In particular, lacking a

viable defense on the merits of Signature’s claims, Ranbaxy relied on a

9
distorted reading of the 60-day provision in the arbitration agreement,

which states that the Tribunal must “hold a hearing and make an

award within sixty (60) days of the filing for arbitration.” C.R. 1635.

Specifically, to thwart arbitration of Signature’s substantive claims,

Ranbaxy argued that the provision required the Tribunal to resolve the

entire dispute within 60 days of when Signature had filed its demand

for arbitration. See, e.g., C.R. 1817, 1826-27, 1854-55, 1858-60, 1883.

Ranbaxy alleged that this provision was “a critical aspect of the parties’

agreement to arbitrate,” even though it had omitted the 60-day

provision when quoting the arbitration agreement in its motion to

compel arbitration. C.R. 2048.

The Tribunal satisfied the 60-day provision by holding three

hearings and issuing an award on December 19, 2016 on Ranbaxy’s

statute of limitations defense and the Tribunal’s jurisdiction. C.R.

1911; C.R. 2050 (confirming in a procedural order that its December

2016 award was its award on jurisdiction with respect to the 60-day

provision).

The award addressed two preliminary issues: Ranbaxy’s

argument that Signature’s claims are barred by Delaware’s statute of

10
limitations, and Ranbaxy’s challenge to the Tribunal’s jurisdiction. See

C.R. 1907–17. Specifically, the award (1) rejected Ranbaxy’s defense

that Signature’s claims are barred by Delaware’s statute of limitations;

(2) denied Signature’s argument that no time bar applies; and (3)

construed the plain language of the arbitration agreement and rejected

Ranbaxy’s objection to the Tribunal’s jurisdiction to resolve the

remaining issues in the arbitration (“the Partial Final Award”). C.R.

1907–17.

Ranbaxy refused to accept that the Partial Final Award is “an

award” for purposes of the arbitration agreement, and refused to

cooperate in establishing a reasonable schedule for the arbitral

proceeding. Ranbaxy insisted that notwithstanding the award, the

Tribunal was now acting outside its jurisdictional mandate. Further,

even though Ranbaxy appeared to allow for the possibility of a brief

extension of the dispute, it expressly reserved its rights to object to an

eventual award on the merits on the basis that that award would not

have been issued within the original 60 days. See, e.g., C.R. 1919–20,

1927–30, 1953, 1955–57. Ranbaxy admitted that the reason it wished

to rush the arbitral process was to avoid providing Signature with any

11
discovery in the arbitration, C.R. 1927–30, even though Signature was

entitled to discovery under the AAA Rules and the Federal Arbitration

Act. See C.R. 1935–38. The Tribunal rejected Ranbaxy’s position and

found that, in the context of a complex claim for over $190 million in

damages, Signature had a right to reasonable discovery. See C.R. 1571.

The Tribunal eventually declared that Ranbaxy’s conduct was “not

acceptable to the Arbitrators,” and temporarily suspended the

arbitration so that a court could force Ranbaxy to comply with the

Partial Final Award. C.R. 2030. Because Ranbaxy took the untenable

position that the Tribunal had not yet ruled on the challenge to

jurisdiction, the Tribunal issued an order confirming that the Partial

Final Award “was their award on jurisdiction with respect to the 60 day

requirement of Section 12.8.” C.R. 2050.

Ranbaxy then launched a collateral attack on the Tribunal’s

ruling in court. See C.R. 941–1282, 1283–1539. It took the additional

step of asking the District Court to issue a take-nothing judgment,

which would have dismissed Signature’s case with prejudice without

ever having a hearing on the merits of its claim, either before the

Tribunal or a court of competent jurisdiction in a dispute involving

12
nearly $200 million in damages caused by Ranbaxy’s criminal

misconduct. See C.R. 2313. Evidently, Ranbaxy intended that the take-

nothing judgment apply not only to Signature, which is a party to the

arbitration agreement and to the arbitration, but also to all of the other

plaintiffs in the District Court litigation, notwithstanding that they are

not parties to the arbitration agreement or to the arbitration. See id.

Signature opposed these motions and moved the District Court

instead to confirm the Tribunal’s Partial Final Award so that the

arbitration could proceed. See C.R. 1563–92, 2109–38, and 2155–67.

The District Court denied Signature’s motion to confirm, and granted

Ranbaxy’s motion for a declaratory judgment holding that the

arbitration was limited in time to a total of 60 days. See C.R. 2312–13.

The District Court also rejected out of hand Ranbaxy’s request for a

take-nothing judgment. See id. The litigation is thus set to proceed in

the District Court, despite the Tribunal’s award finding that it has

continuing jurisdiction.

13
 SUMMARY OF ARGUMENT

The District Court committed reversible error because Ranbaxy

failed to carry its burden of proving any of the grounds for non-

recognition or vacatur under the Federal Arbitration Act (“FAA”).

Under Section 9 of the FAA, the District Court was required to

confirm the award, unless it found that one of the grounds for vacatur

under Section 10, or modification or correction under Section 11, were

applicable. Thus, because the District Court did not confirm, and

instead effectively reversed, the Tribunal’s award, the District Court’s

order constitutes vacatur.

The only argument Ranbaxy advanced under the FAA was that

the Tribunal “exceeded [its] powers” within the meaning of Section

10(a)(4) of the FAA. That argument fails because the Tribunal decided

an issue that the JV Partners clearly and unmistakably agreed to

arbitrate: the scope of the Tribunal’s jurisdiction, sometimes referred to

as “arbitrability.” See First Options v. Kaplan, 514 U.S. 938, 944 (1995).

As the Amarillo Court of Appeals recently held, where a party “agreed .

. . that an arbitrator would have authority to determine the question of

arbitrability, the arbitrator did not exceed his authority by resolving the

1
question contrary to [that party’s] position.” Jody James Farms, JV v.

Altman Group, Inc., 506 S.W.3d 595, 600 (Tex. App.—Amarillo 2016,

pet. filed). Here, as in Jody James Farms, Ranbaxy agreed to arbitrate

arbitrability, arbitrated that issue, and lost. Ranbaxy is not entitled to

a do-over in court.

Even if the JV Partners had not agreed to arbitrate arbitrability,

the Tribunal was correct on the merits in ruling that the 60-day

provision has been satisfied and that the arbitration may now proceed

on the remaining issues. While the term “an award” is not defined in

the body of Article 12.8 of the JV Agreement, the AAA Rules, which are

incorporated into the arbitration agreement by reference, define awards

to include not only final awards resolving all issues in contention, but

also interim, interlocutory, and partial awards that resolve discrete

issues. Because the Tribunal issued “an award” within the 60-day

period, the Tribunal retained continuing jurisdiction to resolve the

remaining issues in dispute. The District Court erred when it issued a

declaratory judgment holding that the arbitration was limited in time

to 60 days.

2
 ARGUMENT

The FAA applies to the JV Partners’ dispute because the JV

Agreement involves interstate commerce and contains an arbitration

clause. See 9 U.S.C. § 2; Southland Corp. v. Keating, 465 U.S. 1, 2

(1984), citing Moses H. Cone Memorial v. Mercury Construction, 460

U.S. 1 (1983) (“In enacting § 2 of the [FAA], Congress declared a

national policy favoring arbitration and withdrew the power of the

states to require a judicial forum for the resolution of claims that the

contracting parties agreed to resolve by arbitration. That Act, resting

on Congress’ authority under the Commerce Clause, creates a body of

federal substantive law that is applicable in both state and federal

courts.”); Allied-Bruce Terminix Cos. v. Dobson, 513 U.S. 265, 268

(1995) (discussing the broad applicability of the FAA arbitration

agreements involving commerce). Ranbaxy conceded in the District

Court that the FAA applies by expressly relying on the FAA to support

its original motion to compel arbitration. See C.R. 1670, 2200–01.

As an international (or non-domestic) arbitration, the JV Partners’

dispute is governed by Chapter II of the FAA, which implements the

3
United States’ obligations under the New York Convention. Section 202

of the FAA states that:

An arbitration agreement or arbitral award arising out of a

legal relationship, whether contractual or not, which is
considered as commercial, including a transaction, contract,
or agreement described in section 2 of this title, falls under
the Convention. An agreement or award arising out of such
a relationship which is entirely between citizens of the
United States shall be deemed not to fall under the
Convention unless that relationship involves property
located abroad, envisages performance or
enforcement abroad, or has some other reasonable
relation with one or more foreign states. For the
purpose of this section a corporation is a citizen of the
United States if it is incorporated or has its principal place of
business in the United States.

9 U.S.C. § 202 (emphasis added) (see also Convention on the

Recognition and Enforcement of Foreign Arbitral Awards, art. I(1)

(stating that the Convention “shall also apply to arbitral awards not

considered as domestic awards in the State where their recognition and

enforcement are sought”).

The FAA supplies the exclusive grounds on which the District

Court decline to enforce, or vacate, the Partial Final Award. Nafta

Traders, Inc. v. Quinn, 339 S.W.3d 84, 87 (2011) (The “grounds for

vacating or modifying an arbitration award under the FAA ‘are

exclusive.’”) (quoting Hall Street Associates, L.L.C. v. Mattel, Inc., 552

4
U.S. 576, 579 (2008)). More specifically, because this appeal relates to

an international arbitration, Chapter II of the FAA applies. Indus. Risk

Insurers v. M.A.N. Gutenhoffnungsbutte, 141 F.3d 1434, 1441 (11th Cir.

1998) (award issued in an international arbitration seated in the United

States “must be confirmed unless appellants can successfully assert one

of the seven defenses against enforcement of the award enumerated in

Article V of the New York Convention.”) (citing Imperial Ethiopian

Gov’t v. Baruch-Foster Corp., 535 F.2d 334, 335-336 (5th Cir. 1976); but

see Karaha Bodas Co., L.L.C. v. Perusahaan Pertambangan Minyak

Dan Gas Bumi Negara, 364 F.3d 274, 287-88 (5th Cir. 2004) (holding

that the courts of the country in which the award was rendered may be

permitted to review a New York Convention award under the provisions

governing enforcement of domestic awards).

Despite the fact that both Signature and Ranbaxy are

incorporated in the United States, there is a substantial foreign nexus

sufficient to trigger Chapter II of the FAA. The JV Agreement provided

for substantial performance outside the United States, particularly in

India. See, e.g., C.R. 1749, 1615. Signature’s claims relate in

substantial part to these international aspects of the joint venture.

5
First, when they entered into the JV Agreement, the JV Partners

contemplated that Ranbaxy would develop solid metformin at its

facilities in India. See C.R. 1749; see also C.R. 1615. Second, Signature

alleges that Ranbaxy is selling Signature’s drug overseas, but failing to

account to the LLC for proceeds from those sales. See C.R. 1755–56; see

also C.R. 1614–16, 1621–22. Third, Ranbaxy’s criminal behavior in

India resulted in its inability to sell solid metformin in the United

States. See C.R. 1709, 1717, 1721, 1725–26, 1731. All of these activities

took place outside the United States, and thus satisfy the foreign-nexus

requirement under Section 202 of the FAA. See, e.g., Outokumpu

Stainless USA LLC v. Converteam SAS, No. 16-378-KD-C, 2017 WL

401951, at *5–*6 (S.D. Ala. Jan. 30, 2017) (holding that, even if the

French subsidiary of General Electric were not a party to the contract,

the New York Convention would nonetheless apply to an arbitration

involving two American corporations, due to the dispute’s nexus with

activities in Europe).

Accordingly, the AAA assigned this case to its international arm,

the ICDR, see C.R. 1785–87, and the Tribunal expressly referenced the

New York Convention in issuing its award. See C.R. 1912–17, 2038–48.

6
Both JV Partners initially contested the international character of the

case before accepting the AAA’s ruling. Thus, it was undisputed in the

arbitration that this was an international case. In any event, the result

would be the same whether the arbitration is domestic or international.

I. This Court Has Appellate Jurisdiction

This Court has jurisdiction over this interlocutory appeal under

TEX. CIV. PRAC. & REM. CODE § 51.016, which provides that

[i]n a matter subject to the [FAA], a person may take an

appeal or writ of error to the court of appeals from the
judgment or interlocutory order of a district court . . . under
the same circumstances that an appeal from a federal
district court’s order or decision would be permitted by
[Section 16 of the FAA].

Section 16(a)(1)(D) of the FAA allows an immediate interlocutory

appeal of an order “denying confirmation of an award or partial award.”

The District Court’s order expressly denied Signature’s motion to

confirm the Tribunal’s partial award. See C.R. 2313. This Court has

jurisdiction to entertain Signature’s appeal from the denial of that

motion.

Moreover, Section 16(a)(3) of the FAA permits an appeal from “a

final decision with respect to an arbitration that is subject to this title.”

As Appellants discussed in their letter brief of May 5, 2017, the District

7
Court’s de novo review of the Tribunal’s Partial Final Award, vacatur of

that award, and refusal to confirm it all resulted in an order lifting the

stay of litigation. Appellants’ Letter Br. at 2-3. Thus, because each

part of the order was designed to terminate the arbitration, the District

Court’s decision constitutes “a final decision with respect to an

arbitration” under Section 16(a)(3).

In its letter brief on jurisdiction, Ranbaxy argues that Section

16(a)(3) of the FAA does not apply because even though the district

court’s order is designed to terminate the arbitration, it does not

constitute a final adjudication of all disputed claims. Ranbaxy’s Letter

Br. at 2. In support, Ranbaxy relies on Mills v. Advocare Int’l, LP, No.

05-15-00769-CV, 2015 WL 5286829 (Tex. App.—Dallas Sept. 10, 2015,

no pet.) (mem. op.). See Ranbaxy’s Letter Br. at 2. Mills is easily

distinguished because that case involved appellate jurisdiction over an

order staying litigation and compelling arbitration. Id. at *1. Thus, the

order was not a final decision with respect to arbitration. It was

preliminary order that preceded the arbitration process. Thus, Section

16(a)(3) of the FAA did not apply. Here, in contrast, the district court’s

order is designed to terminate the arbitration and therefore constitutes

8
“a final decision with respect to an arbitration” that is immediately

appealable. 9 U.S.C. 16(a)(3).

Next, FAA Section 16(a)(1)(E) permits appeals “from an order

modifying, correcting, or vacating an award.” The District Court’s

declaratory judgment makes a ruling in direct contravention of the

Tribunal’s award and thus has the effect of vacating it. Ranbaxy’s use

of the label “declaratory judgment” is irrelevant. “The availability of an

interlocutory appeal will not be decided by the form or caption of a

pleading, but … by [looking to] the substance of the motion to determine

the relief sought.” Thornton v. Ne. Harris Cty. MUD 1, 447 S.W.3d 23,

30 (Tex. App.—Houston [14th Dist.] 2014, pet. denied). Ranbaxy’s

request amounted to a motion to vacate the Tribunal’s award. Because

the District Court’s declaratory judgment has the effect of vacating the

award, and it is, therefore, immediately appealable under FAA Section

16(a)(1)(E).

This interlocutory appeal serves one of the key policies behind

Section 16 of the FAA, which is effectively incorporated into Texas law.

See TEX. CIV. PRAC. & REM. CODE § 51.016. Under the FAA,

interlocutory orders hostile to arbitration are immediately appealable,

9
while interlocutory orders in favor of arbitration are not. See, e.g.,

Green Tree Fin. Corp. v. Randolph, 531 U.S. 79, 86 (2000); Austin

Comm. Contractors, L.P. v. Carter & Burgess, Inc., 347 S.W.3d 897, 900

(Tex. App.—Dallas 2011, pet. denied).

Next, in its letter brief on jurisdiction filed on May 15, 2017,

Ranbaxy argued: that Section 16(a)(1)(E) does not apply because the

term “award” means final award resolving all issues in dispute. See

Ranbaxy’s Letter Br. at 3. As Appellants will demonstrate below, the

term “award” under the arbitration agreement, the AAA Rules, and the

FAA is broader than Ranbaxy suggests and includes not only final

awards on all issues but also interim, interlocutory and partial awards.

The primary authority Ranbaxy cites in favor of its position is Lummus

Glob. Amazonas S.A. v. Aguaytia Energy del Peru S.R. Ltda., 256 F.

Supp. 2d 594 (S.D. Tex. 2002). However, Lummus did not address

appellate jurisdiction under Section 16(a)(1)(E) of the FAA. More

importantly, Lummus did not hold that courts lack authority to vacate

an award that is not final as to all issues. Id at 642. Rather, Lummus

confirmed portions of two awards—an interim award and a final

award—that finally resolved disputed issues and vacated and remanded

10
to the arbitrator a portion of one award that did not finally resolve a

discrete issue. Id at 650. Thus, Lummus did precisely what Ranbaxy

says a court cannot do: it vacated an award that is not final as to all

issues. Contrary to Ranbaxy’s representation of the case, Lummus

supports the proposition that this Court has jurisdiction pursuant to

Section 16(a)(1)(E) of the FAA over an appeal against an order that

vacates an arbitral award that is not final as to all issues.1

As discussed in its letter brief, Signature alternatively seeks a

writ of mandamus compelling the District Court to vacate its

declaratory judgment, because the District Court clearly abused its

discretion, and Signature has no adequate remedy if this Court will not

hear an interlocutory appeal. See Appellants’ Letter Br. at 3-4; In re

Chevron U.S.A., Inc., 419 S.W.3d 341, 347 (Tex. App.—El Paso 2010,

1 Ranbaxy also cites Accenture LLP v. Spreng, 647 F.3d 72, 77 (2d Cir. 2011) in
support of its position. That case is clearly distinguishable. In Accenture, the
tribunal had issued an order denying the claimant’s motion to amend his claims.
Id. The Second Circuit correctly decided that an order granting or denying a
motion for leave to amend is a procedural order rather than an award. See id.
Here, in contrast, the Tribunal made an award on two substantive issues
relating to the statute of limitations defense and its continuing jurisdiction over
the case. Thus, the Tribunal’s final and definite award on those issues is
enforceable.

11
orig. proceeding)2 (citing In re Prudential Ins. Co., 148 S.W.3d 124, 135–

36 (Tex. 2004)). The Texas Supreme Court has “held . . . repeatedly

that an order denying arbitration under the FAA is reviewable by

mandamus.” In re Palacios, 221 S.W.3d 564, 565 (Tex. 2006) (citing In

re Weekley Homes, L.P., 180 S.W.3d 127, 130 (Tex. 2005), and In re

Nexion Health at Humble, Inc., 173 S.W.3d 67, 69–70 (Tex. 2005)).

The District Court abused its discretion by failing to defer to the

Tribunal’s ruling on jurisdiction. See Jody James Farms, JV v. Altman

Group, 506 S.W.3d 595, 599–600 (Tex. App.—Amarillo 2016, pet. filed).

Moreover, there is no adequate remedy by appeal when a party is forced

to litigate in violation of an arbitration agreement. See, e.g., In re D.

Wilson Constr. Co., 196 S.W.3d 774, 780–81 (Tex. 2006). The second

prong will therefore be satisfied if the Court finds that it does not have

appellate jurisdiction.3

2 It appears that the Court in Chevron lacked jurisdiction over the appeal in that
case because the action commenced before TEX. CIV. PRAC. & REM. CODE §
51.016 came into force.
3 In a further weak attempt to argue against mandamus, Ranbaxy quotes this
Court as saying that mandamus “may not be used as a form of interlocutory
appeal.” Ranbaxy’s Letter Br. at 3, quoting N.H. Helicopters, Inc. v. Brown, 841
S.W.2d 424, 425 (Tex. App.—Dallas 1992, no writ). Again, Ranbaxy’s argument
is misleading due to its selective quotations. In the sentence following the one
Ranbaxy quotes, this Court stated that it does “not issue writs of mandamus to
supervise or correct incidental rulings of a trial judge,” and later stated that

12
II. Standard of Review

This Court reviews the District Court’s conclusions of law de novo,

Fulgham v. Fischer, 349 S.W.3d 153, 157 (Tex. App.—Dallas 2011, no

pet.). The Tribunal’s award was entitled to tremendous deference from

the District Court. Indeed, where Chapter I of the FAA governs, a court

“must grant … an order [confirming the award] unless the award is

vacated, modified, or corrected as prescribed in Section 10 or 11 of this

title.” 9 U.S.C. § 9 (emphasis added). Where Chapter II governs, “[t]he

court shall confirm the award unless it finds one of the grounds for

refusal or deferral of recognition or enforcement of the award specified

in the [New York] Convention.” 9 U.S.C. § 207 (emphasis added).4

Either way, the presumption in favor of enforcement is strong,

confirmation is a summary proceeding, and the party opposing

confirmation bears the burden of proof. See, e.g., First Interregional

“[a]ppellate courts have consistently refused to use mandamus to review

incidental pre-trial rulings and orders.” Id. at 425-26 (emphasis added). An
order issuing a declaratory judgment that effectively vacates an arbitral award
and seizes jurisdiction from an arbitral tribunal, however, is anything but
incidental.
4 “The New York Convention,” also known as the Convention on the Recognition
and Enforcement of Foreign Arbitral Awards, is a treaty that entered into force
in 1959 that requires courts in contracting states to enforce arbitration
agreements and recognize and enforce arbitration awards issued in other
contracting states, as well as non-domestic awards. Over 150 countries are
party to the New York Convention, including the United States.

13
Equity Corp. v. Haughton, 842 F. Supp. 105, 108 (S.D.N.Y. 1994); Int'l

Trading & Indus. Inv. Co. v. DynCorp Aerospace Tech., 763 F. Supp. 2d

12, 20 (D.D.C. 2011). Moreover, the U.S. Court of Appeals for the Fifth

Circuit has summarized the court’s role in reviewing a New York

Convention award as follows:

Arbitral awards falling under the Convention are enforced

under the Federal Arbitration Act (FAA). An emphatic
federal policy favors arbitral dispute resolution. The
Supreme Court has noted that this policy applies with
special force in the field of international commerce. The FAA
permits courts to vacate an arbitrator's decision only in very
unusual circumstances. A district court's review of an award
is extraordinarily narrow. Similarly, a court reviewing an
award under the Convention cannot refuse to enforce the
award solely on the ground that the arbitrator may have
made a mistake of law or fact. The party opposing
enforcement of the award on one of the grounds specified in
the Convention has the burden of proof.

Asignacion v. Rickmers Genoa Schiffahrtsgesellschaft mbH, 783 F.3d

1010, 1015-16 (5th Cir. 2015) (citations and quotations omitted); see

also Florasynth, Inc. v. Pickholz, 750 F.2d 171, 176 (2d Cir. 1984)

(stating that a confirmation proceeding “merely makes what is already

a final arbitration award a judgment of the court.”); Concesionaria

Dominicana de Autopistas y Carreteras, S.A. v. Dominican State, No.

12-1335, 2012 WL 6632812, at *3 (D.D.C. Dec. 20, 2012) (“Given the

14
strong public policy in favor of international arbitration, review of

arbitral awards under the New York Convention is very limited in order

to avoid undermining the twin goals of arbitration, namely, settling

disputes efficiently and avoiding long and expensive litigation.”); Belize

Soc. Dev., Ltd. v. Gov't of Belize, 668 F.3d 724, 727 (D.C. Cir. 2012);

Myer v. Americo Life, Inc., 232 S.W.3d 401, 407-08 (Tex. App.—Dallas

2007, no pet.) (all holding that confirmation proceedings are summary

in nature). Because Ranbaxy failed to carry its heavy burden, this

Court should reverse.

III. The JV Partners Clearly And Unmistakably Agreed To

Arbitrate Any Challenge To The Tribunal’s Jurisdiction

The District Court was required to confirm the Partial Final

Award unless Ranbaxy proved one of the defenses to enforcement

pursuant to the FAA or the New York Convention. See Nafta Traders,

Inc. v. Quinn, 339 S.W.3d 84, 87 (2011) (The “grounds for vacating or

modifying an arbitration award under the FAA ‘are exclusive.’”)

(quoting Hall Street Associates, L.L.C. v. Mattel, Inc., 552 U.S. 576, 579

(2008)). Because this appeal relates to an international arbitration,

Chapter II of the FAA applies. Indus. Risk Insurers v. M.A.N.

Gutenhoffnungsbutte, 141 F.3d 1434, 1441 (11th Cir. 1998) (award

15
issued in an international arbitration seated in the United States “must

be confirmed unless appellants can successfully assert one of the seven

defenses against enforcement of the award enumerated in Article V of

the New York Convention.”) (citing Imperial Ethiopian Gov’t v. Baruch-

Foster Corp., 535 F.2d 334, 335-336 (5th Cir. 1976); but see Karaha

Bodas Co., L.L.C. v. Perusahaan Pertambangan Minyak Dan Gas Bumi

Negara, 364 F.3d 274, 287-88 (5th Cir. 2004) (holding that the courts of

the country in which the award was rendered may be permitted to

review a New York Convention award under the provisions governing

enforcement of domestic awards). Ranbaxy advanced no arguments

under the New York Convention, and instead framed an objection to the

correctness of the Tribunal’s underlying decision as an objection under

Chapter I of the FAA. Because Ranbaxy failed to meet its burden of

proof, the District Court committed reversible error by vacating the

Partial Final Award instead of confirming it.

A. The Tribunal Did Not Exceed Its Powers

Specifically, Ranbaxy argued that, under the rules applicable to

domestic arbitrations, the Tribunal exceeded its powers when issuing

its Partial Final Award, in which the Tribunal determined its own

16
jurisdiction. See C.R. 2204–08. Even if Chapter I of the FAA applies,

Ranbaxy has still failed to meet its heavy burden.

The Partial Final Award held as follows:

Section 12.8 of the [JV] Agreement does not require that a

final award be made by any specified deadline, only that an
award be made. Section R-47(b) [of the AAA Rules] includes
partial awards within the category of “awards.” This Partial
Final Award is an award made, following a hearing, in
accordance with the requirements of that Section and Rule. .
. . Except as set forth herein, all other claims and defenses in
this arbitration are preserved for further proceedings, and
the arbitrators will retain jurisdiction to decide these at a
later stage of this proceeding.

C.R. 1911.

The District Court erred first by failing to confirm the Tribunal’s

award. The District Court’s second error is that, in direct contravention

of the Tribunal’s holding, the District Court issued a declaratory

judgment stating that “1) [t]he Parties’ Arbitration Agreement

contractually limits the duration of the arbitration to sixty (60) days of

the filing for arbitration; and 2) Sixty (60) days have elapsed from the

date of the arbitration being filed.” C.R. 2311. The District Court thus

foreclosed the JV Partners’ recourse to arbitration and lifted the stay of

litigation, so that the dispute could resume in Texas state court. C.R.

2311. This order contradicts the Tribunal’s award on jurisdiction, and

17
thus violates the JV Partners’ arbitration agreement, the FAA, and the

strong U.S. public policy in favor of arbitration. This Court should

reverse because the Tribunal, and not the District Court, had the

authority to decide this issue.

When it enacted the FAA, Congress established a strong public

policy in favor of arbitration. In recognition of this public policy

consideration, courts in the United States vigorously enforce arbitration

agreements and awards, and generally resolve disputes in favor of

arbitration. This can be seen in the U.S. Supreme Court’s answer to the

question whether courts or arbitrators get to decide the scope of the

arbitrators’ jurisdiction under the FAA. In First Options v. Kaplan, the

Court held that

the question of “who has the primary power to decide

arbitrability” turns upon what the parties agreed about that
matter. Did the parties agree to submit the arbitrability
question itself to arbitration? If so, then the court’s standard
for reviewing the arbitrator’s decision about that matter
should not differ from the standard courts apply when they
review any other matter that parties have agreed to
arbitrate. That is to say, the court should give considerable
leeway to the arbitrator, setting aside his or her decision
only in certain narrow circumstances.

514 U.S. 938, 943 (1995) (citations omitted; emphasis in original). The

Court went on to hold that if the parties “clearly and unmistakably”

18
agreed that the arbitrators should decide their own jurisdiction, then

the arbitrators rather than the courts had the authority to adjudicate

the issue. Id. at 944 (citing AT&T Tech., Inc. v. Commc’ns Workers, 475

U.S. 643, 649 (1986)).

For at least four reasons, Signature and Ranbaxy clearly and

unmistakably agreed to arbitrate arbitrability. First, the JV Partners

agreed to a broad arbitration clause. Ranbaxy itself acknowledged as

much in its motion to compel arbitration, when it argued that “the [JV

Agreement]’s arbitration clause broadly pertains to any disputes,” and

further mandates that such disputes “shall be resolved exclusively

through arbitration.” C.R. 1676–77 (emphasis supplied by Ranbaxy). A

dispute over the Tribunal’s jurisdiction falls within the scope of this

broad definition.

Second, the JV Partners agreed to arbitrate arbitrability when

they incorporated the AAA Rules into their arbitration agreement.

Rule R-1(a) provides that “[t]he parties shall be deemed to have made

these rules a part of their arbitration agreement whenever they have

provided for arbitration by the American Arbitration Association under

its Commercial Arbitration Rules.” C.R. 2061; see also Group 32 v. GC

19
Barnes, No. 3:14-cv-2436-B, 2015 WL 144082, at *4 (N.D. Tex. Jan. 9,

2015) (holding that selecting the AAA Rules to govern an arbitration

incorporated those rules into the arbitration agreement); Idea Nuova,

Inc. v. GM Licensing Group, Inc., 617 F.3d 177, 181–82 (2d Cir. 2010)

(stating that agreeing to arbitrate under the AAA Rules results in “the

incorporation of those rules into the parties’ agreement”). In their

arbitration agreement, Signature and Ranbaxy declared that “[t]he

arbitrators shall be selected and the proceedings and award conducted

in accordance with the rules of the American Arbitration Association

then pertaining.” C.R. 1635. Thus, the AAA Rules govern the JV

Partners’ dispute and have been incorporated into the JV Partners’

agreement.

Rule R-7(a) of the AAA Rules states that “[t]he arbitrator shall

have the power to rule on his or her own jurisdiction, including any

objections with respect to the existence, scope or validity of the

arbitration agreement or to the arbitrability of any claim or

counterclaim.” C.R. 2064. The JV Partners’ adoption of this Rule

clearly and unmistakably evidences their intention to arbitrate

jurisdictional disputes. The Fifth Circuit stated that it “agree[d] with

20
most of [its] sister circuits that the express adoption of [the AAA Rules]

presents clear and unmistakable evidence that the parties agreed to

arbitrate arbitrability.” Petrofac, Inc. v. DynMcDermott Petroleum

Operations Co., 687 F.3d 671, 675 (5th Cir. 2012). Citing supporting

authority from the Second, Fifth, Eighth, Eleventh, and Federal

Circuits, the Ninth Circuit has confirmed that “[v]irtually every circuit .

. . has determined that incorporation of the [AAA] arbitration rules

constitutes clear and unmistakable evidence that the parties agreed to

arbitrate arbitrability.” Oracle America, Inc. v. Myriad Group, A.G.,

724 F.3d 1069, 1074 (9th Cir. 2013).

Texas courts have likewise held that, in the context of a broad

arbitration clause like the one here, incorporation of the AAA Rules is

clear and unmistakable evidence of an agreement to arbitrate

jurisdictional issues. For example, just last year, the Amarillo Court of

Appeals found that incorporation of the AAA Rules constituted clear

and unmistakable evidence to arbitrate arbitrability. See Jody James

Farms, 506 S.W.3d at 599–600. The Beaumont Court of Appeals

similarly held that “[t]he parties’ agreement to a broad arbitration

clause that expressly incorporates rules giving the arbitrator the power

21
to rule on his or her own jurisdiction and to decide questions of

substantive arbitrability provides clear and unmistakable evidence of

[the parties’] intent to delegate gateway issues of arbitrability to the

arbitrator.” Rent-A-Center Tex., L.P. v. Bell, No. 09-16-00085-CV, 2016

WL 4499093, at *4–*5 (Tex. App.—Beaumont Aug. 25, 2016, no pet.)

(mem. op.). And the Houston Court of Appeals has held that “the

express incorporation of rules that empower the arbitrator to determine

arbitrability—such as the AAA Commercial Arbitration Rules—has

been held to be clear and unmistakable evidence of the parties’ intent to

allow the arbitrator to decide such issues.” Schlumberger Tech. Corp. v.

Baker Hughes Inc., 355 S.W.3d 791, 802, 804 (Tex. App.—Houston [1st

Dist.] 2011, no pet.). Overwhelming case law thus establishes that the

Tribunal was empowered to determine its own jurisdiction. Notably,

Ranbaxy failed to respond to any of these authorities in its briefing to

the District Court.

Third, Ranbaxy never disputed the Tribunal’s right to determine

its own jurisdiction. Rather, after seeking an order compelling

Signature to arbitrate, Ranbaxy asked the Tribunal to rule on their own

jurisdiction. Only after Ranbaxy had arbitrated and lost the

22
arbitrability issue—in a unanimous decision signed by its chosen

arbitrator—did Ranbaxy express a preference for a ruling from the

District Court. This is precisely what the FAA forbids. See World Bus.

Paradise, Inc. v. SunTrust Bank, 403 F. App’x 468, 470 (11th Cir. 2010)

(recognizing that “[a]rbitration’s allure is dependent upon the arbitrator

being the last decision maker in all but the most unusual cases,” and

announcing a policy in the Eleventh Circuit under which district courts

were encouraged to sanction parties raising meritless objections, in

order “to deter baseless contests of arbitration awards”). It is the

judiciary’s role to “ensure arbitration is an alternative to litigation, not

an additional layer in a protracted contest.” B.L. Habert Int’l v.

Hercules Steel Co., 441 F.3d 905, 907 (11th Cir. 2006), overruled on

other grounds by Hall Street Assocs. LLC v. Mattel, 552 U.S. 576 (2008).

Fourth, the JV Partners empowered the Tribunal, and not a court,

to interpret the AAA Rules. Rule R-8 of the AAA Rules, which

Signature and Ranbaxy selected to govern their dispute, states that

“[t]he arbitrator shall interpret and apply these rules insofar as they

relate to the arbitrator’s powers and duties.” C.R. 2065. Because the

Partial Final Award expressly depends on the Tribunal’s interpretation

23
of the AAA Rules—and in particular on the correct interpretation of the

term “award” as used in the AAA Rules—the District Court is in no

position to second-guess. See, e.g., Ascension v. Rickmers Genoa

Schiffahrtsgesellschaft mbH & Cie KG, 783 F.3d 1010, 1015 (5th Cir.

2015) (holding that a court cannot “refuse to enforce the award solely on

the ground that the arbitrator may have made a mistake of law or

fact.”); Centex/Vestal v. Friendship W. Baptist Church, 314 S.W.3d 677,

683 (Tex. App.—Dallas 2010, pet. denied) (stating that “[r]eview of an

arbitration award is so limited that even a mistake of fact or law by the

arbitrator in the application of substantive law is not a proper ground

for vacating an award”). And, Ranbaxy has acknowledged, as it must,

that its arguments concerning the interpretation of the 60-day provision

present an “issue of contract interpretation.” Ranbaxy’s Letter Br. at 1.

Ranbaxy simply disagrees with the Tribunal’s interpretation of the

contract.

B. The District Court Lacked Authority To Decide The

Arbitrability Question A Second Time

Here, the Tribunal was operating squarely within the scope of the

powers granted to it when it ruled on Ranbaxy’s motion. In contrast,

24
the District Court erred by usurping the Tribunal’s role and decided de

novo an issue that the JV Partners agreed to arbitrate.

i) The District Court Relied On A Distinguishable Case

From The Fifth Circuit

In the District Court, Ranbaxy cited Smith v. Transportation

Workers, 374 F.3d 372 (5th Cir. 2004), for the proposition that the court,

rather than the arbitrators, should determine the arbitrability question

posed by the 60-day provision. See C.R. 2207–08. Smith is the only

authority referenced in the District Court’s memorandum explaining its

ruling, indicating that it was key to the decision below. See C.R. 2283.

The District Court’s misplaced reliance on Smith was reversible error.

In Smith, the Fifth Circuit held that “[w]hether a contract

requires arbitration of a given dispute is a matter of contract

interpretation and a question of law for the court.” Smith, 374 F.3d at

374. That is a simple statement of the default rule established by the

U.S. Supreme Court in AT&T and reaffirmed in First Options: Absent

clear and unmistakable evidence to the contrary, the court, and not the

arbitrators, determines the arbitrators’ jurisdiction. Indeed, the Fifth

Circuit expressly cited AT&T for this proposition. Smith, 374 F.3d at

374 nn.3, 6. The Smith court did not address what happens when there

25
is clear an unmistakable evidence that the parties have opted out of the

default rule. But the U.S. Supreme Court did address that question,

and First Options makes clear that, in those circumstances, the

arbitrators must determine their own jurisdiction. Because the JV

Partners clearly and unmistakably agreed to arbitrate the jurisdiction

question, Smith is easily distinguished.

First Options also makes clear that, once the parties have

arbitrated a challenge to jurisdiction pursuant to their agreement, the

resulting award is treated just like an award on any other issue the

parties have agreed to arbitrate. See First Options v. Kaplan, 514 U.S.

938, 943 (1995) (holding that if the parties agreed to arbitrate

arbitrability, “then the court’s standard for reviewing the arbitrator’s

decision about that matter should not differ from the standard courts

apply when they review any other matter that parties have agreed to

arbitrate”); see also Schneider v. Kingdom of Thailand, 688 F.3d 68, 71,

74 (2d Cir. 2012) (stating that “a party resisting confirmation of an

arbitration award is entitled to an independent court review of a

question of arbitrability unless there is clear and unmistakable

evidence that the parties agreed to arbitrate that question,” in which

26
case there can be no “independent judicial redetermination of that same

question”); Chevron Corp. v. Republic of Ecuador, 949 F. Supp. 2d 57, 66

(D.D.C. 2013) (stating that “[i]n a confirmation proceeding where

arbitrability has been clearly and unmistakably delegated to the

arbitrator, the [New York] Convention . . . does not sanction [a court’s]

second-guessing the arbitrator’s construction of the parties’ agreement”)

(internal quotation marks omitted); Jody James Farms, 506 S.W.3d at

600 (holding that “[b]ecause [appellant] agreed . . . that an arbitrator

would have authority to determine the question of arbitrability, the

arbitrator did not exceed his authority by resolving the question

contrary to [appellant]’s position”).

ii) Ranbaxy Did Not Prove Any Of The Grounds For Non-
Recognition Found In The FAA Or The New York
Convention

Partial awards like the one at issue here are subject to

confirmation like any other award under the FAA. See, e.g., 9 U.S.C. §

16(a)(1)(D) (addressing the right to appeal an order “confirming or

denying confirmation of an award or partial award” (emphasis added));

Alcatel Space, S.A. v. Loral Space & Commc’ns Ltd., No. 02-cv-2674,

2002 WL 1391819, at *1 (S.D.N.Y. June 25, 2002) (confirming a

27
tribunal’s interim award ordering ongoing document production

pursuant to the parties’ agreement during pendency of arbitration);5

Zorra Transport Inc. v. Seaboard Trading & Shipping, No. 00-cv-2262,

2001 WL 417688, at *1–*2, *4 (S.D.N.Y. Apr. 24, 2001) (confirming a

partial final award dismissing one of the claimant’s claims); Emilio v.

Sprint Spectrum L.P., No. 11-cv-3041, 2012 WL 917535, at *2, *4

(S.D.N.Y. Mar. 16, 2012) (confirming part of a partial final award

determining that a party could not be compelled to proceed with class-

wide arbitration); Four Seasons Hotels & Resorts, B.V. v. Consorcio

Barr, S.A., 533 F.3d 1349, 1351 (11th Cir. 2008) (affirming a district

court’s order confirming of a partial award on jurisdiction).6

5 See also Alcatel Space, S.A. v. Loral Space & Commc'ns Ltd., 154 F. Supp. 2d
570, 572 (S.D.N.Y. 2001), aff'd, 25 F. App'x 83 (2d Cir. 2002)).
6 The procedural history of Four Seasons is complex. The Eleventh Circuit
originally heard an appeal of a district court’s confirmation of a partial final
award on jurisdiction. See Four Seasons Hotels & Resorts, B.V. v. Consorcio
Barr, S.A. 377 F.3d 1164, 1166 (11th Cir. 2004) (“the arbitral panel issued a
‘partial arbitral award’ requiring Consorcio to submit to arbitration.”). The
Eleventh Circuit vacated the district court’s original confirmation and
remanded, instructing the lower court to review one narrow issue. Id. at 1171-
72. On remand, the district court again confirmed the partial final award, which
the Eleventh Circuit affirmed. Four Seasons Hotels and Resorts, B.V., v.
Consorcio Barr, S.A., 533 F.3d 1349, 1351 (11th Cir. 2008). Despite its complex
procedural history, Four Seasons demonstrates that a partial final award on
jurisdiction—like the Tribunal’s Partial Final Award that is the subject of this
appeal—is subject to confirmation under the FAA.

28
 The District Court was therefore bound by Section 207 of the FAA,

which provides that

Within three years after an arbitral award falling under the

Convention is made, any party to the arbitration may apply
to any court having jurisdiction under this chapter for an
order confirming the award as against any other party to the
arbitration. The court shall confirm the award unless it
finds one of the grounds for refusal or deferral of recognition
or enforcement of the award specified in the said
Convention.

9 U.S.C. § 207 (emphasis added). Ranbaxy failed to carry its burden of

proving that there were grounds to decline enforcement under the New

York Convention. Indeed, Ranbaxy failed to cite the New York

Convention in the District Court. The District Court should not have

refused confirmation when Ranbaxy did not even try to carry its

burden.

The New York Convention permits a court to refuse to recognize

and enforce an award only if:

 the parties were under some sort of incapacity at the time

the arbitration agreement was made, or the agreement was
invalid under either the law of the country that applies to
the agreement or that of the country where the award was
issued;

 the party against whom the award is invoked was not given
proper notice of the proceeding, or was otherwise unable to
present its case;

29
  the issues addressed by the arbitrators did not fall within
their jurisdiction;

 the tribunal was not constituted in accordance with the

parties’ agreement;

 the award has not yet become binding, or has been set aside
in the country where it was issued; or

 the subject matter of the dispute is not capable of settlement

by arbitration or recognition and enforcement would be
contrary to public policy.

Ranbaxy failed to allege that any of these grounds for non-recognition

are present here, because it cannot demonstrate that any of them apply.

Instead, Ranbaxy advanced a defense against enforcement of a

domestic arbitration award under Chapter I of the FAA, namely, that

the arbitrators had “exceeded their powers.” C.R. 2189, 2204–08

(quoting 9 U.S.C. § 10(a)(4)); see also 9 U.S.C. § 9. Even if Chapter I of

the FAA applied here, the argument that the Tribunal had “exceeded

[its] powers” fails, because the award decided an arbitrability question

that the JV Partners clearly and unmistakably agreed to arbitrate.

Given that Ranbaxy never objected to the Tribunal’s jurisdiction

to determine their own jurisdiction, and indeed asked the Tribunal to

rule on that issue, see, e.g., C.R. 1819–28, 1854–60, 1889–1903, this

30
last-minute appeal to Section 10(a)(4) is a thinly disguised effort to

argue that the Tribunal made the wrong decision. A similar situation

arose in Ancor Holdings, LLC v. Peterson, Goldman & Villani, Inc.,

where this Court held that “[a]lthough Ancor’s first argument is

couched in terms of whether the arbitrator exceeded her powers,

Ancor’s argument is actually a complaint that the arbitrator committed

an error of law…. A complaint that the arbitrator decided the issues

incorrectly or made mistakes of law, however, is not a complaint that

the arbitrator exceeded her powers.” 294 S.W.3d 818, 830 (Tex. App.—

Dallas 2009, no pet.). Similarly here, the Tribunal exercised its power

to determine its own jurisdiction pursuant to Rule R-7 of the AAA

Rules. See C.R. 1907–17. In doing so, the Tribunal simply construed

the plain language of the arbitration agreement. See C.R. 1911.

Ranbaxy’s entire attack on the Tribunal’s award boils down to an

argument that the Tribunal “decided the issue[ ] incorrectly.” Such an

argument can never form the basis for a court to decline to enforce, or to

vacate, an arbitration award.

Indeed, this Court has confirmed that it is “not permitted to

review the arbitrator’s decision on the merits even if the decision is

31
alleged to be based on factual error or a misinterpretation of the parties’

agreement.” Myer v. Americo Life, Inc., 232 S.W.3d at 408 (citing Major

League Baseball Players Ass’n v. Garvey, 532 U.S. 504, 509 (2001)). In

IQ Holdings, Inc. v. Villa d’Este Condominium Owner’s Ass’n, the

Houston Court of Appeals similarly noted that a mistake of law or fact

could not form the basis of an objection that the tribunal had exceeded

its powers:

The FAA, like the TAA, mandates confirmation absent

grounds for vacatur or correction or modification. . . . [A]
party seeking relief from an arbitration award on these
bases bears a heavy burden, as a court may not vacate an
award on the grounds that the arbitrator exceeded her
powers even if the award is based upon a mistake in law or
fact.

509 S.W.3d 367, 372–73 (Tex. App.—Houston [1st Dist.] 2014, no pet.)

(citations and footnote omitted). The IQ Holdings court went on to

quote the unanimous decision of the U.S. Supreme Court in Oxford

Health Plans LLC v. Sutter:

[C]onvincing a court of an arbitrator’s error—even his grave

error—is not enough. So long as the arbitrator was
“arguably construing” the contract—which this one was—a
court may not correct his mistakes under § 10(a)(4). The
potential for those mistakes is the price of agreeing to
arbitration.

32
133 S. Ct. 2064, 2070 (2013). Because Ranbaxy’s argument that the

Tribunal exceeded its powers merely challenges the correctness of the

Partial Final Award, the District Court erred in granting a declaratory

judgment vacating that award.

Finally, Ranbaxy’s argument that the award is not actually an

award is incorrect. The Partial Final Award decisively resolved a key

jurisdictional issue in the dispute, concluding that Signature’s claims

are not barred by Delaware’s statute of limitations, but that the

Tribunal has equitable powers under the AAA Rules to impose a time

bar on Signature’s claims. C.R. 1910–11. Moreover, the Tribunal’s

ruling on Ranbaxy’s challenge to the Tribunal’s jurisdiction itself is an

“award” because it includes a dispositive ruling on one of the key issues

in dispute. See Four Seasons, 533 F.3d at 1351 (confirming a partial

award on jurisdiction). These are precisely the kinds of issues that may

be resolved separately—even by different decision-makers, if the

arbitration agreement so allows. See Schlumberger Tech. Corp., 355

S.W.3d at 802 (“It is therefore apparent that Schlumberger and Baker

Hughes have identified two separate ‘Disputes.’ One dispute is a

disagreement of contract interpretation about whether the merits of

33
Baker Hughes’s license or release defense should be decided under the

Resolution and Procedure Agreements by the AAA panel or under the

2004 settlement agreement’s dispute resolution procedure by the

mediator who facilitated that agreement. A separate dispute concerns

the choice of forum to decide the answer to the contract interpretation

dispute.”). Clearly, the JV Partners’ dispute over which forum—the

District Court or the arbitral proceeding—will resolve their dispute is a

distinct issue that the Tribunal could properly decide separately from

other issues in the case.

IV. The Tribunal’s Partial Final Award Would Survive De Novo

Review Even If It Were Subject To Judicial Second-
Guessing

Even if the District Court did have authority to review Partial

Final Award de novo, the Tribunal’s decision was correct.

Ranbaxy’s entire argument regarding the effect of the 60-day

provision depends on the meaning of the term “an award,” as used in

the JV Partners’ arbitration agreement. See C.R. 1635 (agreeing that

the Tribunal “shall hold a hearing and make an award within sixty (60)

days of the filing for arbitration”) (emphasis added). The plain

language of the arbitration agreement, the AAA Rules, and the common

34
understanding of the word “award” demonstrate that “an award” can be

an interim, partial, or final award.

The Parties did not define the term “award” in the body of their

arbitration agreement. Thus, in order to determine what the JV

Partners meant by that term, the Tribunal had to look at the AAA

Rules. Pursuant to AAA Rule R-1(a), the JV Partners incorporated the

AAA Rules when they agreed to arbitrate pursuant to the AAA Rules.

Those Rules use the term “award” multiple times, including, but not

limited to, the following (all emphases added):

 “In addition to a final award, the arbitrator may make other

decisions, including interim, interlocutory, or partial rulings,
orders, and awards. In any interim, interlocutory, or partial
award, the arbitrator may assess and apportion the fees,
expenses, and compensation related to such award as the
arbitrator determines is appropriate.” C.R. 2079.

 “The arbitrator may rule on such objections as a preliminary

matter or as part of the final award.” C.R. 2064.

 “The arbitrator shall have the authority to issue any orders

necessary to enforce the provisions of rules R-21 and R-22
and to otherwise achieve a fair, efficient, and economical
resolution of the case, including, without limitation: ... in the
case of willful non-compliance with any order issued by the
arbitrator, drawing adverse inferences, excluding evidence
and other submissions, and/or making special allocations of
costs or an interim award of costs arising from such non-
compliance.” C.R. 2071.

35
  “Such interim measures may take the form of an interim
award . . . .” C.R. 2075.

 “Any papers, notices, or process necessary or proper for the

initiation or continuation of an arbitration under these rules,
for any court action in connection therewith, or for the entry
of judgment on any award made under these rules may be
served on a party by mail addressed to the party or its
representative at the last known address or by personal
service, in or outside the state where the arbitration is to be
held, provided that reasonable opportunity to be heard with
regard to the dispute is or has been granted to the party.”
C.R. 2077.

 “The award shall be made promptly by the arbitrator and,

unless otherwise agreed by the parties or specified by law, no
later than 30 calendar days from the date of closing the
hearing, or, if oral hearings have been waived, from the due
date set for receipt of the parties' final statements and
proofs.” C.R. 2078.

 “Any award shall be in writing and signed by a majority of

the arbitrators.” C.R. 2078.

The AAA Rules are clear: The Tribunal has the authority to issue

interim, interlocutory, or partial rulings and to make those rulings in

the form of an award. Because the JV Partners did not define the term

“award” in their agreement, they adopted this broad definition of

“award” when they selected the AAA Rules to govern their agreement.

Moreover, even if they had not incorporated the AAA Rules into

their arbitration agreement, the plain language of Article 12.8 of the JV

36
Agreement makes clear that there is no requirement that the Tribunal

issue a final award on all issues within 60 days. The JV Agreement

merely states that the Tribunal “shall hold a hearing and make an

award within sixty (60) days of the filing for arbitration” (emphasis

added). It does not state that the Tribunal must fully hear the merits of

the case and issue the final award on all issues, including those that

relate to the Tribunal’s jurisdiction, liability, and damages. Had

Signature and Ranbaxy intended for the 60-day provision to require

such a final award, they could easily have used the words “the final

award on all issues.” They did not.

Article 12.8 also contains references to an “award” outside the 60-

day provision. It states that “the proceedings and award [shall be]

conducted in accordance with the AAA Rules”—thus confirming that

one must look to the language of the AAA Rules for the proper

interpretation of the word “award.” It then states that “[t]he

arbitrators, in addition to any award that they shall make, shall have

the discretion to award the prevailing party the costs of the proceedings

together with reasonable attorney’s fees. Any award made hereunder

may be docketed in a court of competent jurisdiction.” Thus, like the

37
language of the AAA Rules, Article 12.8 confirms that the JV Partners

contemplated that there might be multiple awards during the course of

the arbitration, including awards outside the 60-day period.

This Court would then need to construe the references in Article

12.8 to the issuance of “an award” with reference to the AAA Rules

setting forth the types of awards the Tribunal is empowered to issue,

keeping in mind general common law principles:

 the Tribunal must look to the parties’ intent. See, e.g., Twin City
Fire Ins. Co. v. Del. Racing Ass'n, 840 A.2d 624, 628 (Del. 2003);
J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 229 (Tex. 2003)
(citing R & P Enters. v. LaGuarta, Gavrel & Kirk, Inc., 596 S.W.2d
517, 518 (Tex. 1980); City of Pinehurst v. Spooner Addition Water
Co., 432 S.W.2d 515, 518 (Tex. 1968)); Universal C. I. T. Credit
Corp. v. Daniel, 150 Tex. 513, 518 (1951);

 the plain language must control. See, e.g., BLGH Holdings LLC v.
enXco LFG Holding, LLC, 41 A.3d 410, 414 (Del. 2012); Gilbert
Texas Const., L.P. v. Underwriters at Lloyd's London, 327 S.W.3d
118, 132 (Tex. 2010) (citing East Texas Fire Ins. Co. v. Kempner,
27 S.W. 122, 122 (Tex. 1894));

 when a phrase is defined in a contract in one place, it should be

understood to mean the same thing elsewhere. See, e.g., Medicis
Pharm. Corp. v. Anacor Pharm., Inc., No. CV 8095-VCP, 2013 WL
4509652, at *7 (Del. Ch. Aug. 12, 2013) (citing State v. Highfield,
152 A. 45, 52 (Del. 1930)); CMS Partners, Ltd. v. Plumrose USA,
Inc., 101 S.W.3d 730, 733 (Tex. App.—Texarkana 2003, no pet.)
(citing Green Ave. Apartments, Inc. v. Chambers, 239 S.W.2d 675,
684-85 (Tex. Civ. App.—Beaumont 1951, no writ)); and

38
  contracts must be construed to avoid finding ambiguity or
producing unreasonable or absurd results. See, e.g., Martin
Marietta Materials, Inc. v. Vulcan Materials Co., 56 A.3d 1072,
1126 n.208 (Del. Ch. 2012) (quoting Restatement (Second) of
Contracts § 203 (1981)); Davis v. Johnston, No. 03-10-00712-CV,
2012 WL 2499472 at *17–*18 (Tex. App.—Austin June 28, 2012,
no pet.) (mem. op.) (citing Lane v. Travelers Indem. Co., 391
S.W.2d 399, 402 (Tex. 1965)).

Clearly, the term “award” in Article 12.8 must include all of the types of

awards permitted under the AAA rules: interim, interlocutory, and

partial awards.

Further, while the plain language of the Parties’ agreement

(including the AAA Rules) controls here, it is notable that the AAA’s

definition of “award” is consistent with common usage of the term

throughout the United States and around the world (all emphases

added):

 The Texas Arbitration & Conciliation of International Commercial

Disputes Act’s definition of “arbitration award” is practically
identical to the definition of “award” in the AAA Rules. Under the
Texas statute, an “arbitration award” is a decision of an
arbitration tribunal on the substance of a dispute submitted to it
and includes an interim, interlocutory, or partial award.” TEX. CIV.
PRAC. & REM. CODE ANN. § 172.002(a)(3).

 The U.S. Uniform Arbitration Act states that “the arbitrator may
issue . . . interim awards.”

 Rule 24(d) of the JAMS arbitration rules states that “[i]n addition
to a Final Award or Partial Final Award, the Arbitrator may

39
 make other decisions, including interim or partial rulings, orders
and Awards.”;

 Rule 15-1 of the 2007 CPR Rules for Non-Administered

Arbitrations states that “[t]he Tribunal may make final, interim,
interlocutory and partial awards.”

 Article 2(v) of the Rules of the International Court of Arbitration

of the International Chamber of Commerce has the following
definition: “‘award’ includes, inter alia, an interim, partial or final
award.”

 Article 26.1 of the London Court of International Arbitration’s

2014 Rules states that “[t]he Arbitral Tribunal may make separate
awards on different issues at different times, including interim
payments on account of any claim or cross-claim (including Legal
and Arbitration Costs). Such awards shall have the same status as
any other award made by the Arbitral Tribunal.”

 The 1996 Indian Arbitration Act defines an “arbitral award” as

“includ[ing] an interim award.” Indian Arbitration and
Conciliation Act § 2 (1996).

Next, the Tribunal’s interpretation of the 60-day provision had

serious practical consequences for the arbitration proceedings,

especially regarding the JV Partners’ due-process rights. It would have

been impossible, in practical terms, for the Tribunal to hear and decide

this case on the merits and issue a final award on all issues within 60

days. The Chairman of the Tribunal was not even selected until

November 29, 2016, which was 34 days into the 60-day period.

Pursuant to the Rules, Signature and Ranbaxy were then given 10 days

40
to raise any objections to the Chairman, which was 44 days into the 60-

day period. Any justified objection to the Chairman would have

prevented the Tribunal from taking any action within the 60-day

period. It is unrealistic to think that the JV Partners could have

presented a $190 million claim, relating to a complex agreement to

develop, manufacture, and sell a patented pharmaceutical product on a

worldwide basis, within the remaining time. Doing so would have

required completing the following steps, among others, in a matter of

weeks:

1. adoption of procedures that would “promot[e] equality of

treatment and safeguard[ ] each party’s opportunity to fairly
present its claims and defenses,” as required under Rule R-22 of
the AAA Rules, C.R. 2070;

2. rulings on requests for the production of documents under Rule R-

22 of the AAA Rules, C.R. 2070–71;

3. addressing issues relating to the confidentiality of documents

produced under Rule R-23 of the AAA Rules, C.R. 2071;

4. giving 10 days’ notice of any hearings (unless the parties waived

the notice period) under Rule R-24 of the AAA Rules, C.R. 2071;

5. addressing any applications for leave to file dispositive motions

and rule on any dispositive motions under Rule R-33 of the AAA
Rules, C.R. 2074;

41
 6. requesting subpoenas to non-parties, including seeking any
necessary court assistance in ensuring non-party participation,
under Rule R-34 of the AAA Rules, C.R. 2074;

7. submitting pre-hearing witness evidence under Rule R-35 of the

AAA Rules, C.R. 2074; and

8. deposing party witnesses under Rule L-3(f) of the AAA Procedures

for Large, Complex Commercial Disputes, which, per the JV
Partners’ agreement, apply to the arbitration, C.R. 2089.

If Ranbaxy’s interpretation of the 60-day provision were correct, it

would have been impossible for the Tribunal to discharge its obligations

under the AAA Rules and the arbitration agreement would have been

rendered unenforceable. The District Court should not have

entertained such an absurd result, given the evidence demonstrating

that the JV Partners had a broader definition of “award” in mind. See,

e.g., Davis, 2012 WL 2499472 at *17–*18, for the proposition that courts

should not “construe [a] contract in [a] manner that would lead to

absurd results” (citing Lane, 391 S.W.2d at 402); Osborn ex rel. Osborn

v. Kemp, 991 A.2d 1153, 1160 (Del. 2010) (“An unreasonable

interpretation produces an absurd result or one that no reasonable

person would have accepted when entering the contract.”).

Further, the cases Ranbaxy itself has cited demonstrate that

courts throughout the United States recognize that an arbitrator’s

42
ruling on a substantive interim issue is an “award,” whether it is

subject to judicial confirmation or not. For example, Ranbaxy quotes

Lummus for the proposition that “an ‘award’ under the FAA ‘must both

resolve all of the issues submitted to arbitration, and determine each

issue fully so that no further litigation is necessary.’” Ranbaxy’s Letter

Br. at 3. Ranbaxy quotes this case selectively, however. The full quote

starts: “[a]s a general rule, a final and definite arbitration award must

both resolve all the issues submitted to arbitration”, Lummus Glob.

Amazonas S.A. v. Aguaytia Energy del Peru S.R. Ltda., 256 F. Supp. 2d

639 (S.D. Tex. 2002), and the court goes on to make clear that the issue

is not whether the ruling is “an award” but whether that award is

sufficiently definite to be subject to judicial confirmation. Four Seasons

Hotels and Resorts, B.V., v. Consorcio Barr, S.A., 533 F.3d 1349, 1351

(11th Cir. 2008) (confirming a district court’s confirmation of a partial

award on jurisdiction). Thus, even if this Court were to decide that the

Partial Final Award is not ripe to enforce under the FAA, that does not

change the fact that it is an award pursuant to the JV Partners’

arbitration agreement, and thus satisfies the 60-day provision.

43
 The District Court erred in issuing a declaratory judgment finding

that the JV Partners’ agreement requires the Tribunal to issue an

award on all issues within 60 days of the filing for arbitration. This

Court should reverse.

V. The District Court Should Not Be Allowed To Interfere

With An Ongoing Arbitration

In its May 15, 2017 letter brief, Ranbaxy argued with reference to

the 60-day provision that the Tribunal was “[u]nwilling to finally

resolve this issue of contract interpretation,” and that it therefore

“suspended the arbitration and invited the parties to seek a

determination as to the meaning of the 60-day time limit in court.”

Ranbaxy’s Letter Br. at 1. That statement is false. After Ranbaxy

made similar arguments to the Tribunal, the Tribunal was forced to

issue a Procedural Order stating the following:

The Arbitrators confirm that the Partial Final Award dated

December 1[9], 2016 was their award on jurisdiction with
respect to the 60 day requirement of Section 12.8 of the [JV
Agreement].

C.R. 2050. This was after the Tribunal has been forced to issue an

order stating that Ranbaxy’s conduct in refusing to accept the Partial

Final Award was “not acceptable to the Arbitrators.” C.R. 2030. Far

44
from indicating a belief that the District Court should decide

arbitrability, the Tribunal was asking for judicial assistance in forcing

Ranbaxy to comply with the Partial Final Award. That is why

Signature filed a motion to confirm the award.

Even if Ranbaxy were correct and the Tribunal had not yet ruled

on its own jurisdiction, the District Court committed reversible error by

interfering in the arbitration process. The scenario that Ranbaxy

(inaccurately) presents to this Court is the same one that faced the

Houston Court of Appeals in Schlumberger Tech. Corp. v. Baker Hughes

Inc., 355 S.W.3d 791 (Tex. App.—Houston [1st Dist.] 2011, no pet.).

There, the parties had an arbitration agreement that incorporated the

AAA Rules, and the Court held that that agreement provided clear and

unmistakable evidence of an agreement to arbitrate arbitrability. Id. at

803. The Tribunal then issued a ruling on a challenge to their

jurisdiction before staying the arbitration in “the interest of judicial

economy” while similar issues were presented to a district court. Id. at

796. The district court ruled and on appeal, the parties disputed

whether the tribunal had issued a definitive ruling on arbitrability.

45
Notably, the Houston Court of Appeals held that the arbitration should

proceed regardless whether the tribunal had issued such a ruling yet:

To the extent Schlumberger contends that the AAA panel

has already resolved the question in favor of its own
jurisdiction, we conclude that the appellate record provided
to us is inconclusive as to whether that was the intended
effect of the AAA panel’s Interim Ruling. If Schlumberger’s
contention in this regard is a correct representation of the
AAA panel’s intended ruling, then it can be implemented by
the panel. If, on the other hand, the AAA has reserved and
not yet resolved the question, the parties should direct their
arguments to that panel. In deference to the parties’
agreement to submit the question to the arbitrators, we
express no opinion on the proper legal conclusion.

Id. at 803-04. That is precisely what the District Court should have

done here: It should have sent the case back to the Tribunal. The

District Court had no occasion to express an opinion, much less issue a

ruling, as to the “proper legal conclusion.” Id.

46
 PRAYER

The District Court erred in denying Signature’s motion to confirm

the Partial Final Award, and in issuing a declaratory judgment that

directly contradicted the Tribunal’s holding in that award. This Court

should reverse the District Court’s order and declaratory judgment, and

order the District Court to enter a judgment confirming the Partial

Final Award.

Dated: May 18, 2017

Respectfully submitted,
KING AND SPALDING
/s/ S. Shawn Stephens
Texas State Bar No. 19160060
Sara K. McBrearty
Texas State Bar No. 24083468
1100 Louisiana St.
Houston, Texas 77002
Telephone: (713) 276-7308
Facsimile: (713) 751-3290
sstephens@kslaw.com
smcbrearty@kslaw.com
Of Counsel
KING & SPALDING LLP
Brian A. White (pro hac vice pending)
1180 Peachtree Street NE
Atlanta, Georgia 30309
Telephone: (404) 572-4600
Facsimile: (404) 572-5100
bwhite@kslaw.com
Jeffrey M. Telep (pro hac vice pending)
1700 Pennsylvania Ave. NW, Ste. 200
Washington, D.C. 20006
Telephone: (202) 737-0500
Facsimile: (202) 626-3737
jtelep@kslaw.com

47
 Certificate of Word Count

Pursuant to Rule 9.4(i)(2) and relying on the word-count function

of the computer program used to prepare this document, I certify that

the total number of words in this document is 12,042 words. This count

excludes the sections allowed to be excluded from the word count under

Rule 9.4(i)(1).

/s/ S. Shawn Stephens

S. Shawn Stephens

48
 CERTIFICATE OF SERVICE

I certify that a true and correct copy of this Appellants’ Brief has

been served in accordance with the Texas Rules of Appellate Procedure

on all the counsel of record listed below by electronic service, on this

18th day of May, 2017.

Clyde M. Siebman, Esq.

SIEBMAN, BURG, PHILLIPS & SMITH, LLP
300 North Travis Street
Sherman, Texas 75090
clydesiebman@siebman.com

Stephanie R. Barnes
SIEBMAN, BURG, PHILLIPS & SMITH, LLP
4949 Hedgcoxe Road, Suite 230
Plano, Texas 75024
stephaniebarnes@siebman.com

Jay P. Lefkowitz, P.C. (pro hac vice)

Eric Leon (pro hac vice)
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, New York 10022
lefkowitz@kirkland.com
eric.leon@kirkland.com

/s/ S. Shawn Stephens

S. Shawn Stephens

49
 APPENDIX

TO APPELLANTS’ BRIEF

TAB DESCRIPTION

1 Order of the District Court, 04/03/2017 (C.R. 2312–13)

2 Memorandum of the District Court, 03/15/2017 (C.R. 2283–84)

3 Federal Arbitration Act, Chapters 1 and 2

4 Convention on the Recognition and Enforcement of Foreign

Arbitral Awards

5 Arbitration Agreement (Section 12.8 of JV Agreement) (C.R.

1635)

6 Order of the District Court, 12/19/2014 (C.R. 852)

7 Partial Final Award, 12/19/2017 (C.R. 1907–17)

8 Arbitrators’ Order, 01/30/2017 (C.R. 2028–30)

9 Arbitrators’ Order, 02/08/2017 (C.R. 2050)

10 American Arbitration Association Commercial Arbitration Rules

and Mediation Procedures (C.R. 2052–97)

50
Appendix
Tab 1
 4/5/2017 12:08 PM SCANNED Page 1

CAUSE NOS. 296-03030-2014

296-03032-2014

)
V. RA VI CHANDRAN and SIGNATURE )
R&D HOLDINGS, L.L.C., )
)
Plaintiffs )
) IN THE DISTRICT COURT 296nt
v. ) DISTRICT COLLIN COUNTY, TEXAS
)
RANBAXY, INC. (f/k/a RANBAXY )
PHARMACEUTICALS, INC.) and )
RANBAXY LA BORA TORIES, LTO. )
)
Defendants. )
)
)
SIGNATURE PHARMACEUTICALS, L.L.C., )
SIGNATURE R&D HOLDINGS, L.L.C., )
AMERICAN GENERICS, INC., and )
MCCORMICK HOLDINGS, L.L.C. )
)
Plaintiffs )
)
v. )
)
RANBAXY, INC. (f/k/a RANBAXY )
PHARMACEUTICALS, INC.); RANBAXY )
LABORATORIES, LTO.; )
VENKA TACHALAM KRISHNAN; and )
ARUN SA WHNEY, )
)
Defendants. )
______________________________ )

ORDER
After considering Plaintiff Signature Pharmaceuticals, L.L.C.'s ("Signature") Motion to

Confirm Arbitration Award, Defendant Ranbaxy, Inc.'s ("Ranbaxy") Motion to Lift Stay, and

Ranbaxy's Motion for Declaratory Judgment, the responses thereto, arguments of counsel, and

after a hearing regarding the same, the Court GRANTS the Motion to Lift Stay, and DENIES the

Page 3

2312
Motion to Confirm Arbitration Award. On the Motion for Declaratory Judgment, the Court

FINDS and DECLARES that:

I) The Parties' Arbitration Agreement contractually limits the duration of the arbitration

to sixty (60) days of the filing for arbitration; and

2) Sixty (60) days have elapsed from the date of the arbitration being filed.

Ranbaxy's request for a declaration that "Plaintiff take-nothing" is DENIED.

As a result of the foregoing, the Court's December 19, 2014 Order to Stay is VACATED.

on~~, 2017
CJ~
Signed

•
JUDGE PRESIDING

Page4
2313
Appendix
Tab 2
 3/15/2017 12:31 PM SCANNED Page 1

JOHN R. ROACH, JR.

Judge, 296th Judicial District Court
Collin County Courthouse
~cKinney, Texas75069

972-548-4409; Metro 972-424-1460 x. 4409

MEMORANDUM

To: All Counsel of Record

From: Judge John R. Roach, Jr.
Subject: 296-03030-2014- Chandran v. Ranbaxy
296-03032-2014- Signature Pharm. v. Ranbaxy
Date: March 14, 2017

On March 13, 2017 this Court considered the following Motions:

1. Plaintiffs Motion to Confirm Arbitration Award;

2. Defendant's Motion to Lift Stay;
3. Defendant's Motion for Declaratory Judgment.

Defendant's Motion to Lift Stay was brought to procedurally allow the parties to argue
the above-referenced Motions before the Court. Both sides filed Motions with the
Court seeking rulings/relief. In addition, both sides agree that the previously ordered
arbitration is at a standstill until this Court makes rulings on said Motions. The Court
FINDS the Motion to Lift Stay is AGREED to by the parties and, as a result, is GRANTED.

Plaintiffs Motion to Confirm Arbitration Award is DENIED. The DENIAL is based upon
the arguments of counsel, the briefs filed by both parties, all of the case law presented
and, more specifically, Smith v. Transport Workers of America, 374 F. 3d 372 (2004). The
Court FINDS the Parties' Arbitration Agreement contractually limits the duration ofthe
arbitration to "sixty (60) days of the filing for arbitration". The Court also FINDS that
sixty (60) days have elapsed from the date of the arbitration being filed.

Defendant's Motion for Declaratory Judgment seeking a declaration from this Court
that the 'arbitration is over and Plaintiff take-nothing' is DENIED.

Ruling by Memorandum 1
2283
As a result of the foregoing, the previous Stay issued by this Court is VACATED.

The Court ORDERS counsel to prepare an Order consistent to the rulings contained
herein and submit said Order to the Court for signature within 10 days.

0
JUDGE PRESIDING

Ruling by Memorandum 2
2284
Appendix
Tab 3
The Federal Arbitration Act
Title 9, US Code, Section 1-14, was first enacted February 12, 1925 (43 Stat. 883), codified July 30,
1947 (61 Stat. 669), and amended September 3, 1954 (68 Stat. 1233). Chapter 2 was added July
31, 1970 (84 Stat. 692), two new Sections were passed by the Congress in October of 1988 and
renumbered on December 1, 1990 (PLS 669 and 702); Chapter 3 was added on August 15, 1990
(PL 101-369); and Section 10 was amended on November 15.

Arbitration

Chapter 1. General Provisions

Section 1. “Maritime transactions” and “commerce” defined; exceptions to operation of title

“Maritime transactions”, as herein defined, means charter parties, bills of lading of water carriers,
agreements relating to wharfage, supplies furnished vessels or repairs to vessels, collisions, or any
other matters in foreign commerce which, if the subject of controversy, would be embraced within
admiralty jurisdiction; “commerce”, as herein defined, means commerce among the several States
or with foreign nations, or in any Territory of the United States or in the District of Columbia, or
between any such Territory and another, or between any such Territory and any State or foreign
nation, or between the District of Columbia and any State or Territory or foreign nation, but nothing
herein contained shall apply to contracts of employment of seamen, railroad employees, or any
other class of workers engaged in foreign or interstate commerce.

Section 2. Validity, irrevocability, and enforcement of agreements to arbitrate

A written provision in any maritime transaction or a contract evidencing a transaction involving

commerce to settle by arbitration a controversy thereafter arising out of such contract or
transaction, or the refusal to perform the whole or any part thereof, or an agreement in writing to
submit to arbitration an existing controversy arising out of such a contract, transaction, or refusal,
shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for
the revocation of any contract.

Section 3. Stay of proceedings where issue therein referable to arbitration

If any suit or proceeding be brought in any of the courts of the United States upon any issue
referable to arbitration under an agreement in writing for such arbitration, the court in which such
suit is pending, upon being satisfied that the issue involved in such suit or proceeding is referable to
arbitration under such an agreement, shall on application of one of the parties stay the trial of the
action until such arbitration has been had in accordance with the terms of the agreement, providing
the applicant for the stay is not in default in proceeding with such arbitration.

Section 4. Failure to arbitrate under agreement; petition to United States court having
jurisdiction for order to compel arbitration; notice and service thereof; hearing and
determination

A party aggrieved by the alleged failure, neglect, or refusal of another to arbitrate under a written
agreement for arbitration may petition any United States district court which, save for such

AAA ONLINE LIBRARY 1

agreement, would have jurisdiction under Title 28, in a civil action or in admiralty of the subject
matter of a suit arising out of the controversy between the parties, for an order directing that such
arbitration proceed in the manner provided for in such agreement. Five days' notice in writing of
such application shall be served upon the party in default. Service thereof shall be made in the
manner provided by the Federal Rules of Civil Procedure. The court shall hear the parties, and
upon being satisfied that the making of the agreement for arbitration or the failure to comply
therewith is not in issue, the court shall make an order directing the parties to proceed to arbitration
in accordance with the terms of the agreement. The hearing and proceedings, under such
agreement, shall be within the district in which the petition for an order directing such arbitration is
filed. If the making of the arbitration agreement or the failure, neglect, or refusal to perform the
same be in issue, the court shall proceed summarily to the trial thereof. If no jury trial be demanded
by the party alleged to be in default, or if the matter in dispute is within admiralty jurisdiction, the
court shall hear and determine such issue. Where such an issue is raised, the party alleged to be in
default may, except in cases of admiralty, on or before the return day of the notice of application,
demand a jury trial of such issue, and upon such demand the court shall make an order referring
the issue or issues to a jury in the manner provided by the Federal Rules of Civil Procedure, or may
specially call a jury for that purpose. If the jury find that no agreement in writing for arbitration was
made or that there is no default in proceeding thereunder, the proceeding shall be dismissed. If the
jury find that an agreement for arbitration was made in writing and that there is a default in
proceeding thereunder, the court shall make an order summarily directing the parties to proceed
with the arbitration in accordance with the terms thereof.

Section 5. Appointment of arbitrators or umpire

If in the agreement provision be made for a method of naming or appointing an arbitrator or

arbitrators or an umpire, such method shall be followed; but if no method be provided therein, or if a
method be provided and any party thereto shall fail to avail himself of such method, or if for any
other reason there shall be a lapse in the naming of an arbitrator or arbitrators or umpire, or in filling
a vacancy, then upon the application of either party to the controversy the court shall designate and
appoint an arbitrator or arbitrators or umpire, as the case may require, who shall act under the said
agreement with the same force and effect as if he or they had been specifically named therein; and
unless otherwise provided in the agreement the arbitration shall be by a single arbitrator.

Section 6. Application heard as motion

Any application to the court hereunder shall be made and heard in the manner provided by law for
the making and hearing of motions, except as otherwise herein expressly provided.

Section 7. Witnesses before arbitrators; fees; compelling attendance

The arbitrators selected either as prescribed in this title or otherwise, or a majority of them, may
summon in writing any person to attend before them or any of them as a witness and in a proper
case to bring with him or them any book, record, document, or paper which may be deemed
material as evidence in the case. The fees for such attendance shall be the same as the fees of
witnesses before masters of the United States courts. Said summons shall issue in the name of the
arbitrator or arbitrators, or a majority of them, and shall be signed by the arbitrators, or a majority of
them, and shall be directed to the said person and shall be served in the same manner as
subpoenas to appear and testify before the court; if any person or persons so summoned to testify

AAA ONLINE LIBRARY 2

shall refuse or neglect to obey said summons, upon petition the United States district court for the
district in which such arbitrators, or a majority of them, are sitting may compel the attendance of
such person or persons before said arbitrator or arbitrators, or punish said person or persons for
contempt in the same manner provided by law for securing the attendance of witnesses or their
punishment for neglect or refusal to attend in the courts of the United States.

Section 8. Proceedings begun by libel in admiralty and seizure of vessel or property

If the basis of jurisdiction be a cause of action otherwise justiciable in admiralty, then,

notwithstanding anything herein to the contrary, the party claiming to be aggrieved may begin his
proceeding hereunder by libel and seizure of the vessel or other property of the other party
according to the usual course of admiralty proceedings, and the court shall then have jurisdiction to
direct the parties to proceed with the arbitration and shall retain jurisdiction to enter its decree upon
the award

Section 9. Award of arbitrators; confirmation; jurisdiction; procedure

If the parties in their agreement have agreed that a judgment of the court shall be entered upon the
award made pursuant to the arbitration, and shall specify the court, then at any time within one year
after the award is made any party to the arbitration may apply to the court so specified for an order
confirming the award, and thereupon the court must grant such an order unless the award is
vacated, modified, or corrected as prescribed in sections 10 and 11 of this title. If no court is
specified in the agreement of the parties, then such application may be made to the United States
court in and for the district within which such award was made. Notice of the application shall be
served upon the adverse party, and thereupon the court shall have jurisdiction of such party as
though he had appeared generally in the proceeding. If the adverse party is a resident of the district
within which the award was made, such service shall be made upon the adverse party or his
attorney as prescribed by law for service of notice of motion in an action in the same court. If the
adverse party shall be a nonresident, then the notice of the application shall be served by the
marshal of any district within which the adverse party may be found in like manner as other process
of the court.

Section 10. Same; vacation; grounds; rehearing

(a) In any of the following cases the United States court in and for the district wherein the award
was made may make an order vacating the award upon the application of any party to the
arbitration--

(1) where the award was procured by corruption, fraud, or undue means;

(2) where there was evident partiality or corruption in the arbitrators, or either of them;

(3) where the arbitrators were guilty of misconduct in refusing to postpone the hearing, upon
sufficient cause shown, or in refusing to hear evidence pertinent and material to the controversy;
or of any other misbehavior by which the rights of any party have been prejudiced; or

(4) where the arbitrators exceeded their powers, or so imperfectly executed them that a mutual,
final, and definite award upon the subject matter submitted was not made.

AAA ONLINE LIBRARY 3

(b) If an award is vacated and the time within which the agreement required the award to be made
has not expired, the court may, in its discretion, direct a rehearing by the arbitrators.

(c) The United States district court for the district wherein an award was made that was issued
pursuant to section 580 of title 5 may make an order vacating the award upon the application of a
person, other than a party to the arbitration, who is adversely affected or aggrieved by the award, if
the use of arbitration or the award is clearly inconsistent with the factors set forth in section 572 of
title 5.

Section 11. Same; modification or correction; grounds; order

In either of the following cases the United States court in and for the district wherein the award was
made may make an order modifying or correcting the award upon the application of any party to the
arbitration--

(a) Where there was an evident material miscalculation of figures or an evident material mistake in
the description of any person, thing, or property referred to in the award.

(b) Where the arbitrators have awarded upon a matter not submitted to them, unless it is a matter
not affecting the merits of the decision upon the matter submitted.

(c) Where the award is imperfect in matter of form not affecting the merits of the controversy.

The order may modify and correct the award, so as to effect the intent thereof and promote justice
between the parties.

Section 12. Notice of motions to vacate or modify; service; stay of proceedings

Notice of a motion to vacate, modify, or correct an award must be served upon the adverse party or
his attorney within three months after the award is filed or delivered. If the adverse party is a
resident of the district within which the award was made, such service shall be made upon the
adverse party or his attorney as prescribed by law for service of notice of motion in an action in the
same court. If the adverse party shall be a nonresident then the notice of the application shall be
served by the marshal of any district within which the adverse party may be found in like manner as
other process of the court. For the purposes of the motion any judge who might make an order to
stay the proceedings in an action brought in the same court may make an order, to be served with
the notice of motion, staying the proceedings of the adverse party to enforce the award.

Section 13. Papers filed with order on motions; judgment; docketing; force and effect;
enforcement

The party moving for an order confirming, modifying, or correcting an award shall, at the time such
order is filed with the clerk for the entry of judgment thereon, also file the following papers with the
clerk:

(a) The agreement; the selection or appointment, if any, of an additional arbitrator or umpire; and
each written extension of the time, if any, within which to make the award.

AAA ONLINE LIBRARY 4

(b) The award.

(c) Each notice, affidavit, or other paper used upon an application to confirm, modify, or correct the
award, and a copy of each order of the court upon such an application.

The judgment shall be docketed as if it was rendered in an action.

The judgment so entered shall have the same force and effect, in all respects, as, and be subject to
all the provisions of law relating to, a judgment in an action; and it may be enforced as if it had been
rendered in an action in the court in which it is entered.

Section 14. Contracts not affected

This title shall not apply to contracts made prior to January 1, 1926.

Section 15. Inapplicability of the Act of State doctrine

Enforcement of arbitral agreements, confirmation of arbitral awards, and execution upon judgments
based on orders confirming such awards shall not be refused on the basis of the Act of State
doctrine.

Section 16. Appeals

(a) An appeal may be taken from--

(1) an order--

(A) refusing a stay of any action under section 3 of this title,

(B) denying a petition under section 4 of this title to order arbitration to proceed,

(C) denying an application under section 206 of this title to compel arbitration,

(D) confirming or denying confirmation of an award or partial award, or

(E) modifying, correcting, or vacating an award;

(2) an interlocutory order granting, continuing, or modifying an injunction against an arbitration

that is subject to this title; or

(3) a final decision with respect to an arbitration that is subject to this title.

(b) Except as otherwise provided in section 1292(b) of title 28, an appeal may not be taken from an
interlocutory order--

(1) granting a stay of any action under section 3 of this title;

AAA ONLINE LIBRARY 5

 (2) directing arbitration to proceed under section 4 of this title;

(3) compelling arbitration under section 206 of this title; or

(4) refusing to enjoin an arbitration that is subject to this title.

Chapter 2. Convention On The Recognition And Enforcement Of Foreign Arbitral Awards

Section 201. Enforcement of Convention

The Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958,
shall be enforced in United States courts in accordance with this chapter.

Section 202. Agreement or award falling under the Convention

An arbitration agreement or arbitral award arising out of a legal relationship, whether contractual or
not, which is considered as commercial, including a transaction, contract, or agreement described
in section 2 of this title, falls under the Convention. An agreement or award arising out of such a
relationship which is entirely between citizens of the United States shall be deemed not to fall under
the Convention unless that relationship involves property located abroad, envisages performance or
enforcement abroad, or has some other reasonable relation with one or more foreign states. For the
purpose of this section a corporation is a citizen of the United States if it is incorporated or has its
principal place of business in the United States.

Section 203. Jurisdiction; amount in controversy

An action or proceeding falling under the Convention shall be deemed to arise under the laws and
treaties of the United States. The district courts of the United States (including the courts
enumerated in section 460 of title 28) shall have original jurisdiction over such an action or
proceeding, regardless of the amount in controversy.

Section 204. Venue

An action or proceeding over which the district courts have jurisdiction pursuant to section 203 of
this title may be brought in any such court in which save for the arbitration agreement an action or
proceeding with respect to the controversy between the parties could be brought, or in such court
for the district and division which embraces the place designated in the agreement as the place of
arbitration if such place is within the United States.

Section 205. Removal of cases from State courts

Where the subject matter of an action or proceeding pending in a State court relates to an
arbitration agreement or award falling under the Convention, the defendant or the defendants may,
at any time before the trial thereof, remove such action or proceeding to the district court of the
United States for the district and division embracing the place where the action or proceeding is
pending. The procedure for removal of causes otherwise provided by law shall apply, except that
the ground for removal provided in this section need not appear on the face of the complaint but

AAA ONLINE LIBRARY 6

may be shown in the petition for removal. For the purposes of Chapter 1 of this title any action or
proceeding removed under this section shall be deemed to have been brought in the district court to
which it is removed.

Section 206. Order to compel arbitration; appointment of arbitrators

A court having jurisdiction under this chapter may direct that arbitration be held in accordance with
the agreement at any place therein provided for, whether that place is within or without the United
States. Such court may also appoint arbitrators in accordance with the provisions of the agreement.

Section 207. Award of arbitrators; confirmation; jurisdiction; proceeding

Within three years after an arbitral award falling under the Convention is made, any party to the
arbitration may apply to any court having jurisdiction under this chapter for an order confirming the
award as against any other party to the arbitration. The court shall confirm the award unless it finds
one of the grounds for refusal or deferral of recognition or enforcement of the award specified in the
said Convention.

Section 208. Chapter 1; residual application

Chapter 1 applies to actions and proceedings brought under this chapter to the extent that chapter
is not in conflict with this chapter or the Convention as ratified by the United States.

Chapter 3. Inter-American Convention On International Commercial Arbitration

Section 301. Enforcement of Convention

The Inter-American Convention on International Commercial Arbitration of January 30, 1975, shall
be enforced in United States courts in accordance with this chapter.

Section 302. Incorporation by reference

Sections 202, 203, 204, 205, and 207 of this title shall apply to this chapter as if specifically set forth
herein, except that for the purposes of this chapter “the Convention” shall mean the Inter-American
Convention.

Section 303. Order to compel arbitration; appointment of arbitrators; locale

(a) A court having jurisdiction under this chapter may direct that arbitration be held in accordance
with the agreement at any place therein provided for, whether that place is within or without the
United States. The court may also appoint arbitrators in accordance with the provisions of the
agreement.

(b) In the event the agreement does not make provision for the place of arbitration or the
appointment of arbitrators, the court shall direct that the arbitration shall be held and the arbitrators
be appointed in accordance with Article 3 of the Inter-American Convention.

AAA ONLINE LIBRARY 7

Section 304. Recognition and enforcement of foreign arbitral decisions and awards;
reciprocity

Arbitral decisions or awards made in the territory of a foreign State shall, on the basis of reciprocity,
be recognized and enforced under this chapter only if that State has ratified or acceded to the Inter-
American Convention.

Section 305. Relationship between the Inter-American Convention and the Convention on
the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958

When the requirements for application of both the Inter-American Convention and the Convention
on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958, are met,
determination as to which Convention applies shall, unless otherwise expressly agreed, be made as
follows:

(1) If a majority of the parties to the arbitration agreement are citizens of a State or States that
have ratified or acceded to the Inter-American Convention and are member States of the
Organization of American States, the Inter-American Convention shall apply.

(2) In all other cases the Convention on the Recognition and Enforcement of Foreign Arbitral
Awards of June 10, 1958, shall apply.

Section 306. Applicable rules of Inter-American Commercial Arbitration Commission

(a) For the purposes of this chapter the rules of procedure of the Inter-American Commercial
Arbitration Commission referred to in Article 3 of the Inter-American Convention shall, subject to
subsection (b) of this section, be those rules as promulgated by the Commission on July 1, 1988.

(b) In the event the rules of procedure of the Inter-American Commercial Arbitration Commission
are modified or amended in accordance with the procedures for amendment of the rules of that
Commission, the Secretary of State, by regulation in accordance with section 553 of title 5,
consistent with the aims and purposes of this Convention, may prescribe that such modifications or
amendments shall be effective for purposes of this chapter.

Section 307. Chapter 1; residual application

Chapter 1 applies to actions and proceedings brought under this chapter to the extent chapter 1 is
not in conflict with this chapter or the Inter-American Convention as ratified by the United States.

AAA ONLINE LIBRARY 8

Appendix
Tab 4
 Convention on the Recognition and
Enforcement of Foreign Arbitral Awards
(New York, 1958)

UNITED NATIONS
 The United Nations Commission on International Trade Law (UNCITRAL)
is a subsidiary body of the General Assembly. It plays an important role in
improving the legal framework for international trade by preparing international
legislative texts for use by States in modernizing the law of international trade
and non-legislative texts for use by commercial parties in negotiating
transactions. UNCITRAL legislative texts address international sale of goods;
international commercial dispute resolution, including both arbitration and
conciliation; electronic commerce; insolvency, including cross-border insolvency;
international transport of goods; international payments; procurement and
infrastructure development; and security interests. Non-legislative texts include
rules for conduct of arbitration and conciliation proceedings; notes on organizing
and conducting arbitral proceedings; and legal guides on industrial construction
contracts and countertrade.

Further information may be obtained from:

UNCITRAL secretariat, Vienna International Centre,

P.O. Box 500, 1400 Vienna, Austria

Telephone: (+43-1) 26060-4060 Telefax: (+43-1) 26060-5813

Internet: www.uncitral.org E-mail: uncitral@uncitral.org
 UNITED NATIONS COMMISSION ON INTERNATIONAL TRADE LAW

Convention on the Recognition and

Enforcement of Foreign Arbitral Awards
(New York, 1958)

UNITED NATIONS
New York, 2015
 NOTE

Symbols of United Nations documents are composed of capital letters com-

bined with figures. Mention of such a symbol indicates a reference to a United
Nations document.

The publication reproduced here is a revised version in which part three of

the original publication of 2009 has been removed.

Material in this publication may be freely quoted or reprinted, but

acknowledgement is requested, together with a copy of the publication
containing the quotation or reprint.
 Contents

Page

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Part one. United Nations Conference on International Commercial

Arbitration, New York, 20 May–10 June 1958 . . . . . . . . . . . . . . . . 5
Excerpts from the Final Act of the United Nations Conference on
International Commercial Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Convention on the Recognition and Enforcement of Foreign Arbitral
Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Part two. Recommendation regarding the interpretation of article II,

paragraph 2, and article VII, paragraph 1, of the Convention
on the Recognition and Enforcement of Foreign Arbitral
Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
General Assembly resolution 61/33 of 4 December 2006 . . . . . . . . . . . . . . 15
Recommendation regarding the interpretation of article II, paragraph 2,
and article VII, paragraph 1, of the Convention on the Recognition and
Enforcement of Foreign Arbitral Awards, done in New York, 10 June
1958, adopted by the United Nations Commission on International
Trade Law on 7 July 2006 at its thirty-ninth session . . . . . . . . . . . . . . . . . . 17

iii
 Introduction

Objectives

Recognizing the growing importance of international arbitration as a means

of settling international commercial disputes, the Convention on the Recog-
nition and Enforcement of Foreign Arbitral Awards (the Convention) seeks
to provide common legislative standards for the recognition of arbitration
agreements and court recognition and enforcement of foreign and non-
domestic arbitral awards. The term “non-domestic” appears to embrace
awards which, although made in the state of enforcement, are treated as
“foreign” under its law because of some foreign element in the proceedings,
e.g. another State’s procedural laws are applied.

The Convention’s principal aim is that foreign and non-domestic arbitral

awards will not be discriminated against and it obliges Parties to ensure
such awards are recognized and generally capable of enforcement in their
jurisdiction in the same way as domestic awards. An ancillary aim of the
Convention is to require courts of Parties to give full effect to arbitration
agreements by requiring courts to deny the parties access to court in con-
travention of their agreement to refer the matter to an arbitral tribunal.

Key provisions

The Convention applies to awards made in any State other than the State in
which recognition and enforcement is sought. It also applies to awards “not
considered as domestic awards”. When consenting to be bound by the
Convention, a State may declare that it will apply the Convention
(a) in respect to awards made only in the territory of another Party and
(b) only to legal relationships that are considered “commercial” under its
domestic law.

The Convention contains provisions on arbitration agreements. This aspect

was covered in recognition of the fact that an award could be refused
enforcement on the grounds that the agreement upon which it was based
might not be recognized. Article II (1) provides that Parties shall recognize

1
written arbitration agreements. In that respect, UNCITRAL adopted, at its
thirty-ninth session in 2006, a Recommendation that seeks to provide guidance
to Parties on the interpretation of the requirement in article II (2) that an arbitration
agreement be in writing and to encourage application of article VII (1) to allow any
interested party to avail itself of rights it may have, under the law or treaties of
the country where an arbitration agreement is sought to be relied upon, to seek
recognition of the validity of such an arbitration agreement.

The central obligation imposed upon Parties is to recognize all arbitral awards
within the scheme as binding and enforce them, if requested to do so, under
the lex fori. Each Party may determine the procedural mechanisms that may be
followed where the Convention does not prescribe any requirement.

The Convention defines five grounds upon which recognition and enforce-
ment may be refused at the request of the party against whom it is invoked.
The grounds include incapacity of the parties, invalidity of the arbitration
agreement, due process, scope of the arbitration agreement, jurisdiction of
the arbitral tribunal, setting aside or suspension of an award in the country
in which, or under the law of which, that award was made. The Convention
defines two additional grounds upon which the court may, on its own
motion, refuse recognition and enforcement of an award. Those grounds
relate to arbitrability and public policy.

The Convention seeks to encourage recognition and enforcement of awards

in the greatest number of cases as possible. That purpose is achieved through
article VII (1) of the Convention by removing conditions for recognition
and enforcement in national laws that are more stringent than the conditions
in the Convention, while allowing the continued application of any national
provisions that give special or more favourable rights to a party seeking to
enforce an award. That article recognizes the right of any interested party
to avail itself of law or treaties of the country where the award is sought
to be relied upon, including where such law or treaties offer a regime more
favourable than the Convention.

Entry into force

The Convention entered into force on 7 June 1959 (article XII).

How to become a party

The Convention is closed for signature. It is subject to ratification, and is

open to accession by any Member State of the United Nations, any other

2
State which is a member of any specialized agency of the United Nations,
or is a Party to the Statute of the International Court of Justice (articles VIII
and IX).

Optional and/or mandatory declarations and notifications

When signing, ratifying or acceding to the Convention, or notifying a terri-

torial extension under article X, any State may on the basis of reciprocity
declare that it will apply the Convention to the recognition and enforcement
of awards made only in the territory of another Party to the Convention. It
may also declare that it will apply the Convention only to differences arising
out of legal relationships, whether contractual or not, which are considered
as commercial under the national law of the State making such declaration
(article I).

Denunciation/Withdrawal

Any Party may denounce this Convention by a written notification to the

Secretary-General of the United Nations. Denunciation shall take effect one
year after the date of the receipt of the notification by the Secretary-General
(article XIII).

3
 Part one

UNITED NATIONS CONFERENCE ON INTERNATIONAL

COMMERCIAL ARBITRATION,
NEW YORK, 20 MAY–10 JUNE 1958

Excerpts from the Final Act of the United Nations Conference on

International Commercial Arbitration1

“1. The Economic and Social Council of the United Nations, by resolution
604 (XXI) adopted on 3 May 1956, decided to convene a Conference of
Plenipotentiaries for the purpose of concluding a convention on the recogni-
tion and enforcement of foreign arbitral awards, and to consider other pos-
sible measures for increasing the effectiveness of arbitration in the settlement
of private law disputes.
[…]

“12. The Economic and Social Council, by its resolution convening the
Conference, requested it to conclude a convention on the basis of the draft
convention prepared by the Committee on the Enforcement of International
Arbitral Awards, taking into account the comments and suggestions made by
Governments and non-governmental organizations, as well as the discussion at
the twenty-first session of the Council.

“13. On the basis of the deliberations, as recorded in the reports of the work-
ing parties and in the records of the plenary meetings, the Conference prepared
and opened for signature the Convention on the Recognition and Enforcement
of Foreign Arbitral Awards which is annexed to this Final Act.
[…]

“16. In addition the Conference adopted, on the basis of proposals made

by the Committee on Other Measures as recorded in its report, the following
resolution:

1
The full text of the Final Act of the United Nations Conference on International Commercial
Arbitration (E/CONF.26/8Rev.1) is available at http://www.uncitral.org

5
 “The Conference,

“Believing that, in addition to the convention on the recognition and

enforcement of foreign arbitral awards just concluded, which would contri-
bute to increasing the effectiveness of arbitration in the settlement of private
law disputes, additional measures should be taken in this field,

“Having considered the able survey and analysis of possible measures

for increasing the effectiveness of arbitration in the settlement of private law
disputes prepared by the Secretary-General (document E/CONF.26/6),

“Having given particular attention to the suggestions made therein for

possible ways in which interested governmental and other organizations may
make practical contributions to the more effective use of arbitration,

“Expresses the following views with respect to the principal matters

dealt with in the note of the Secretary-General:

“1. It considers that wider diffusion of information on arbitration laws,

practices and facilities contributes materially to progress in commercial
arbitration; recognizes that work has already been done in this field by
interested organizations,2 and expresses the wish that such organizations, so
far as they have not concluded them, continue their activities in this regard,
with particular attention to coordinating their respective efforts;

“2. It recognizes the desirability of encouraging where necessary the

establishment of new arbitration facilities and the improvement of existing
facilities, particularly in some geographic regions and branches of trade; and
believes that useful work may be done in this field by appropriate govern-
mental and other organizations, which may be active in arbitration matters,
due regard being given to the need to avoid duplication of effort and to
concentrate upon those measures of greatest practical benefit to the regions
and branches of trade concerned;

“3. It recognizes the value of technical assistance in the development

of effective arbitral legislation and institutions; and suggests that interested
Governments and other organizations endeavour to furnish such assistance,
within the means available, to those seeking it;

“4. It recognizes that regional study groups, seminars or working

parties may in appropriate circumstances have productive results; believes
that consideration should be given to the advisability of the convening of

2
For example, the Economic Commission for Europe and the Inter-American Council of Jurists.
6
such meetings by the appropriate regional commissions of the United Nations
and other bodies, but regards it as important that any such action be taken
with careful regard to avoiding duplication and assuring economy of effort
and of resources;

“5. It considers that greater uniformity of national laws on arbitration

would further the effectiveness of arbitration in the settlement of private law
disputes, notes the work already done in this field by various existing
organizations,3 and suggests that by way of supplementing the efforts of
these bodies appropriate attention be given to defining suitable subject matter
for model arbitration statutes and other appropriate measures for encouraging
the development of such legislation;

“Expresses the wish that the United Nations, through its appropriate
organs, take such steps as it deems feasible to encourage further study of
measures for increasing the effectiveness of arbitration in the settlement of
private law disputes through the facilities of existing regional bodies and
non-governmental organizations and through such other institutions as may
be established in the future;

“Suggests that any such steps be taken in a manner that will assure
proper coordination of effort, avoidance of duplication and due observance
of budgetary considerations;

“Requests that the Secretary-General submit this resolution to the

appropriate organs of the United Nations.”

3
For example, the International Institute for the Unification of Private Law and the Inter-American
Council of Jurists.

7
 CONVENTION ON THE RECOGNITION AND ENFORCEMENT
OF FOREIGN ARBITRAL AWARDS

Article I

1. This Convention shall apply to the recognition and enforcement of

arbitral awards made in the territory of a State other than the State where
the recognition and enforcement of such awards are sought, and arising out
of differences between persons, whether physical or legal. It shall also apply
to arbitral awards not considered as domestic awards in the State where
their recognition and enforcement are sought.

2. The term “arbitral awards” shall include not only awards made by
arbitrators appointed for each case but also those made by permanent arbitral
bodies to which the parties have submitted.

3. When signing, ratifying or acceding to this Convention, or notifying

extension under article X hereof, any State may on the basis of reciprocity
declare that it will apply the Convention to the recognition and enforcement of
awards made only in the territory of another Contracting State. It may also
declare that it will apply the Convention only to differences arising out of legal
relationships, whether contractual or not, which are considered as commercial
under the national law of the State making such declaration.

Article II

1. Each Contracting State shall recognize an agreement in writing

under which the parties undertake to submit to arbitration all or any differ-
ences which have arisen or which may arise between them in respect of a
defined legal relationship, whether contractual or not, concerning a subject
matter capable of settlement by arbitration.

2. The term “agreement in writing” shall include an arbitral clause

in a contract or an arbitration agreement, signed by the parties or contained
in an exchange of letters or telegrams.

3. The court of a Contracting State, when seized of an action in a

matter in respect of which the parties have made an agreement within the
meaning of this article, shall, at the request of one of the parties, refer the
parties to arbitration, unless it finds that the said agreement is null and void,
inoperative or incapable of being performed.

8
 Article III

Each Contracting State shall recognize arbitral awards as binding and

enforce them in accordance with the rules of procedure of the territory where
the award is relied upon, under the conditions laid down in the following
articles. There shall not be imposed substantially more onerous conditions
or higher fees or charges on the recognition or enforcement of arbitral awards
to which this Convention applies than are imposed on the recognition or
enforcement of domestic arbitral awards.

Article IV

1. To obtain the recognition and enforcement mentioned in the pre-

ceding article, the party applying for recognition and enforcement shall, at
the time of the application, supply:
(a) The duly authenticated original award or a duly certified copy
thereof;
(b) The original agreement referred to in article II or a duly certified
copy thereof.

2. If the said award or agreement is not made in an official language

of the country in which the award is relied upon, the party applying for
recognition and enforcement of the award shall produce a translation of these
documents into such language. The translation shall be certified by an official
or sworn translator or by a diplomatic or consular agent.

Article V

1. Recognition and enforcement of the award may be refused, at the

request of the party against whom it is invoked, only if that party furnishes
to the competent authority where the recognition and enforcement is sought,
proof that:
(a) The parties to the agreement referred to in article II were, under
the law applicable to them, under some incapacity, or the said agreement is
not valid under the law to which the parties have subjected it or, failing any
indication thereon, under the law of the country where the award was made;
or
(b) The party against whom the award is invoked was not given proper
notice of the appointment of the arbitrator or of the arbitration proceedings
or was otherwise unable to present his case; or

9
 (c) The award deals with a difference not contemplated by or not
falling within the terms of the submission to arbitration, or it contains deci-
sions on matters beyond the scope of the submission to arbitration, provided
that, if the decisions on matters submitted to arbitration can be separated
from those not so submitted, that part of the award which contains decisions
on matters submitted to arbitration may be recognized and enforced; or
(d) The composition of the arbitral authority or the arbitral procedure
was not in accordance with the agreement of the parties, or, failing such
agreement, was not in accordance with the law of the country where the
arbitration took place; or
(e) The award has not yet become binding on the parties, or has been
set aside or suspended by a competent authority of the country in which,
or under the law of which, that award was made.

2. Recognition and enforcement of an arbitral award may also be

refused if the competent authority in the country where recognition and
enforcement is sought finds that:
(a) The subject matter of the difference is not capable of settlement
by arbitration under the law of that country; or
(b) The recognition or enforcement of the award would be contrary to
the public policy of that country.

Article VI

If an application for the setting aside or suspension of the award has

been made to a competent authority referred to in article V (1) (e), the
authority before which the award is sought to be relied upon may, if it
considers it proper, adjourn the decision on the enforcement of the award
and may also, on the application of the party claiming enforcement of the
award, order the other party to give suitable security.

Article VII

1. The provisions of the present Convention shall not affect the valid-
ity of multilateral or bilateral agreements concerning the recognition and
enforcement of arbitral awards entered into by the Contracting States nor
deprive any interested party of any right he may have to avail himself of
an arbitral award in the manner and to the extent allowed by the law or the
treaties of the country where such award is sought to be relied upon.

10
 2. The Geneva Protocol on Arbitration Clauses of 1923 and the
Geneva Convention on the Execution of Foreign Arbitral Awards of 1927
shall cease to have effect between Contracting States on their becoming
bound and to the extent that they become bound, by this Convention.

Article VIII

1. This Convention shall be open until 31 December 1958 for signature

on behalf of any Member of the United Nations and also on behalf of any other
State which is or hereafter becomes a member of any specialized agency of the
United Nations, or which is or hereafter becomes a party to the Statute of the
International Court of Justice, or any other State to which an invitation has been
addressed by the General Assembly of the United Nations.

2. This Convention shall be ratified and the instrument of ratification

shall be deposited with the Secretary-General of the United Nations.

Article IX

1. This Convention shall be open for accession to all States referred

to in article VIII.

2. Accession shall be effected by the deposit of an instrument of

accession with the Secretary-General of the United Nations.

Article X

1. Any State may, at the time of signature, ratification or accession,

declare that this Convention shall extend to all or any of the territories for
the international relations of which it is responsible. Such a declaration shall
take effect when the Convention enters into force for the State concerned.

2. At any time thereafter any such extension shall be made by notifica-

tion addressed to the Secretary-General of the United Nations and shall take
effect as from the ninetieth day after the day of receipt by the Secretary-General
of the United Nations of this notification, or as from the date of entry into
force of the Convention for the State concerned, whichever is the later.

3. With respect to those territories to which this Convention is not

extended at the time of signature, ratification or accession, each State
concerned shall consider the possibility of taking the necessary steps in order

11
to extend the application of this Convention to such territories, subject,
where necessary for constitutional reasons, to the consent of the Govern-
ments of such territories.

Article XI

In the case of a federal or non-unitary State, the following provisions

shall apply:
(a) With respect to those articles of this Convention that come within
the legislative jurisdiction of the federal authority, the obligations of the
federal Government shall to this extent be the same as those of Contracting
States which are not federal States;
(b) With respect to those articles of this Convention that come within
the legislative jurisdiction of constituent states or provinces which are not,
under the constitutional system of the federation, bound to take legislative
action, the federal Government shall bring such articles with a favourable
recommendation to the notice of the appropriate authorities of constituent
states or provinces at the earliest possible moment;
(c) A federal State Party to this Convention shall, at the request of
any other Contracting State transmitted through the Secretary-General of the
United Nations, supply a statement of the law and practice of the federation
and its constituent units in regard to any particular provision of this Conven-
tion, showing the extent to which effect has been given to that provision by
legislative or other action.

Article XII

1. This Convention shall come into force on the ninetieth day follow-
ing the date of deposit of the third instrument of ratification or accession.

2. For each State ratifying or acceding to this Convention after the

deposit of the third instrument of ratification or accession, this Convention
shall enter into force on the ninetieth day after deposit by such State of its
instrument of ratification or accession.

Article XIII

1. Any Contracting State may denounce this Convention by a written

notification to the Secretary-General of the United Nations. Denunciation

12
shall take effect one year after the date of receipt of the notification by the
Secretary-General.

2. Any State which has made a declaration or notification under

article X may, at any time thereafter, by notification to the Secretary-General
of the United Nations, declare that this Convention shall cease to extend to
the territory concerned one year after the date of the receipt of the notifica-
tion by the Secretary-General.

3. This Convention shall continue to be applicable to arbitral awards

in respect of which recognition or enforcement proceedings have been
instituted before the denunciation takes effect.

Article XIV

A Contracting State shall not be entitled to avail itself of the present

Convention against other Contracting States except to the extent that it is
itself bound to apply the Convention.

Article XV

The Secretary-General of the United Nations shall notify the States

contemplated in article VIII of the following:
(a) Signatures and ratifications in accordance with article VIII;
(b) Accessions in accordance with article IX;
(c) Declarations and notifications under articles I, X and XI;
(d) The date upon which this Convention enters into force in accord-
ance with article XII;
(e) Denunciations and notifications in accordance with article XIII.

Article XVI

1. This Convention, of which the Chinese, English, French, Russian

and Spanish texts shall be equally authentic, shall be deposited in the
archives of the United Nations.

2. The Secretary-General of the United Nations shall transmit a certi-

fied copy of this Convention to the States contemplated in article VIII.

13
 Part two

RECOMMENDATION REGARDING THE INTERPRETATION

OF ARTICLE II, PARAGRAPH 2, AND ARTICLE VII,
PARAGRAPH 1, OF THE CONVENTION ON
THE RECOGNITION AND ENFORCEMENT
OF FOREIGN ARBITRAL AWARDS

General Assembly resolution 61/33

of 4 December 2006

The General Assembly,

Recognizing the value of arbitration as a method of settling disputes

arising in the context of international commercial relations,

Recalling its resolution 40/72 of 11 December 1985 regarding the

Model Law on International Commercial Arbitration,1

Recognizing the need for provisions in the Model Law to conform to

current practices in international trade and modern means of contracting
with regard to the form of the arbitration agreement and the granting of
interim measures,

Believing that revised articles of the Model Law on the form of the
arbitration agreement and interim measures reflecting those current practices
will significantly enhance the operation of the Model Law,

Noting that the preparation of the revised articles of the Model Law on
the form of the arbitration agreement and interim measures was the subject
of due deliberation and extensive consultations with Governments and
interested circles and would contribute significantly to the establishment of
a harmonized legal framework for a fair and efficient settlement of interna-
tional commercial disputes,

1
Official Records of the General Assembly, Fortieth Session, Supplement No. 17 (A/40/17),
annex I.

15
 Believing that, in connection with the modernization of articles of the
Model Law, the promotion of a uniform interpretation and application of
the Convention on the Recognition and Enforcement of Foreign Arbitral
Awards, done at New York, 10 June 1958,2 is particularly timely,

1. Expresses its appreciation to the United Nations Commission on

International Trade Law for formulating and adopting the revised articles of
its Model Law on International Commercial Arbitration on the form of the
arbitration agreement and interim measures, the text of which is contained
in annex I to the report of the United Nations Commission on International
Trade Law on the work of its thirty-ninth session,3 and recommends that all
States give favourable consideration to the enactment of the revised articles
of the Model Law, or the revised Model Law on International Commercial
Arbitration of the United Nations Commission on International Trade Law,
when they enact or revise their laws, in view of the desirability of uniformity
of the law of arbitral procedures and the specific needs of international
commercial arbitration practice;

2. Also expresses its appreciation to the United Nations Commission

on International Trade Law for formulating and adopting the recommenda-
tion regarding the interpretation of article II, paragraph 2, and article VII,
paragraph 1, of the Convention on the Recognition and Enforcement of
Foreign Arbitral Awards, done at New York, 10 June 1958,2 the text of which
is contained in annex II to the report of the United Nations Commission on
International Trade Law on the work of its thirty-ninth session;3

3. Requests the Secretary-General to make all efforts to ensure that

the revised articles of the Model Law and the recommendation become
generally known and available.

64th plenary meeting

4 December 2006

2
United Nations, Treaty Series, vol. 330, No. 4739.
3
Official Records of the General Assembly, Sixty-first Session, Supplement No. 17 (A/61/17).

16
RECOMMENDATION REGARDING THE INTERPRETATION OF ARTICLE II,
PARAGRAPH 2, AND ARTICLE VII, PARAGRAPH 1, OF
THE CONVENTION ON THE RECOGNITION AND ENFORCEMENT OF
FOREIGN ARBITRAL AWARDS, DONE IN NEW YORK, 10 JUNE 1958,
ADOPTED BY THE UNITED NATIONS COMMISSION ON
INTERNATIONAL TRADE LAW ON 7 JULY 2006
AT ITS THIRTY-NINTH SESSION

The United Nations Commission on International Trade Law,

Recalling General Assembly resolution 2205 (XXI) of 17 December 1966,

which established the United Nations Commission on International Trade Law
with the object of promoting the progressive harmonization and unification of
the law of international trade by, inter alia, promoting ways and means of ensur-
ing a uniform interpretation and application of international conventions and
uniform laws in the field of the law of international trade,

Conscious of the fact that the different legal, social and economic
systems of the world, together with different levels of development, are
represented in the Commission,

Recalling successive resolutions of the General Assembly reaffirming

the mandate of the Commission as the core legal body within the United
Nations system in the field of international trade law to coordinate legal
activities in this field,

Convinced that the wide adoption of the Convention on the Recognition

and Enforcement of Foreign Arbitral Awards, done in New York on 10 June
1958,4 has been a significant achievement in the promotion of the rule of
law, particularly in the field of international trade,

Recalling that the Conference of Plenipotentiaries which prepared and

opened the Convention for signature adopted a resolution, which states, inter
alia, that the Conference “considers that greater uniformity of national laws
on arbitration would further the effectiveness of arbitration in the settlement
of private law disputes”,

Bearing in mind differing interpretations of the form requirements under

the Convention that result in part from differences of expression as between
the five equally authentic texts of the Convention,

Taking into account article VII, paragraph 1, of the Convention, a

purpose of which is to enable the enforcement of foreign arbitral awards to

4
United Nations, Treaty Series, vol. 330, No. 4739.

17
the greatest extent, in particular by recognizing the right of any interested
party to avail itself of law or treaties of the country where the award is
sought to be relied upon, including where such law or treaties offer a regime
more favourable than the Convention,

Considering the wide use of electronic commerce,

Taking into account international legal instruments, such as the

1985 UNCITRAL Model Law on International Commercial Arbitration,5 as
subsequently revised, particularly with respect to article 7,6 the UNCITRAL
Model Law on Electronic Commerce,7 the UNCITRAL Model Law on
Electronic Signatures8 and the United Nations Convention on the Use of
Electronic Communications in International Contracts,9

Taking into account also enactments of domestic legislation, as well as

case law, more favourable than the Convention in respect of form require-
ment governing arbitration agreements, arbitration proceedings and the
enforcement of arbitral awards,

Considering that, in interpreting the Convention, regard is to be had to

the need to promote recognition and enforcement of arbitral awards,

1. Recommends that article II, paragraph 2, of the Convention on the

Recognition and Enforcement of Foreign Arbitral Awards, done in New York,
10 June 1958, be applied recognizing that the circumstances described there-
in are not exhaustive;

2. Recommends also that article VII, paragraph 1, of the Convention

on the Recognition and Enforcement of Foreign Arbitral Awards, done in
New York, 10 June 1958, should be applied to allow any interested party to
avail itself of rights it may have, under the law or treaties of the country
where an arbitration agreement is sought to be relied upon, to seek recogni-
tion of the validity of such an arbitration agreement.

5
Official Records of the General Assembly, Fortieth Session, Supplement No. 17 (A/40/17), annex I,
and United Nations publication, Sales No. E.95.V.18.
6
Ibid., Sixty-first Session, Supplement No. 17 (A/61/17), annex I.
7
Ibid., Fifty-first Session, Supplement No. 17 (A/51/17), annex I, and United Nations publication,
Sales No. E.99.V.4, which contains also an additional article 5 bis, adopted in 1998, and the accompany-
ing Guide to Enactment.
8
Ibid., Fifty-sixth Session, Supplement No. 17 and corrigendum (A/56/17 and Corr.3), annex II,
and United Nations publication, Sales No. E.02.V.8, which contains also the accompanying Guide to
Enactment.
9
General Assembly resolution 60/21, annex.

18
 1500

*1505576*
V.15-05576
Appendix
Tab 5
 12.7 No Third Party Beneficiaries. Nothing in this Agreement, express or
implied, is intended to confer upon any other person any rights or remedies under or by reason of this
Agreement, except as expressly set forth herein.

12.8 Arbitration. In the event of any disputes that are not resolved by the Board
or the Members shall be resolved exclusively through arbitration and settled by a panel of three (3)
arbitrators in New York, New York(one ofwhom shall be selected by SPI, one ofwhom shall be
selected by Ranbaxy and the third of whom shall be selected by the arbitrators selected by SPI and
Ranbaxy) who shall hold a hearing and make an award within sixty (60) days of the filing for
arbitration. The arbitrators shall be selected and the proceedings and award conducted in accordance
with the rules of the American Arbitration Association then pertaining. The arbitrators, in addition
to any award that they shall make, shall have the discretion to award the prevailing party the costs
of the proceedings together with reasonable attorney's fees. Any award made hereunder may be
docketed in a court of competent jurisdiction. In the event there are any issues which are not
arbitrable as a matter oflaw, and as a condition precedent to a court making a determination on any
non-arbitrable issues, any issues which may be arbitrated shall first be determined by arbitration
pursuant to this Section 12.8.

12.9 Further Actions. Each of the Members hereby agrees to execute and deliver
hereafter such further instruments and do such further acts and things as may be required or
appropriate to carry out the intent and purpose of this Agreement and which are not inconsistent with
the terms hereof.

12.10 Use of Certain Terms. The definitions in Article I apply equally to both the
singular and the plural; any pronoun used in this Agreement shall include the corresponding
masculine, feminine and neuter; the words "include" and "including" shall be deemed to be followed
by the phrase "without limitation"; and the terms "hereof" and "herein" shall refer to the particular
agreement or document in which such term appears.

12.11 Counterparts. This Agreement may be executed in one or more counterparts

with each such counterpart deemed to be an original hereof and all of such counterparts deemed to
be one and the same Agreement.

12.12 Entire Agreement. This Amended and Restated Joint Venture and Operating
Agreement and the Manufacturing and Supply Agreement attached as Exhibit D contain the entire
agreement between the parties hereto with respect to the LLC. Such Agreements supersede all prior
written and oral statements, including, without limitation, the Original Operating Agreement, which
is hereby terminated, and any prior representation, statement, condition or warranty. No variations,
modifications, or changes herein nor any waiver of any provision hereof shall be binding unless set
forth in a document duly executed by or on behalf of each of the Members.

12.13 Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State ofDelaware (other than its rules as to conflicts oflaw to~

522909-1 33 ~

1635
Appendix
Tab 6
 Filed: 12/17/2014 11:29:14 AM
Andrea S. Thompson
District Clerk
Collin County, Texas
By Deborah Hill Deputy
Envelope ID: 3516195
CAUSE NO. 296-03032-2014

SIGNATURE PHARMACEUTICALS, § IN THE DISTRICT COURT

§
L.L.C., SIGNATURE R&D HOLDINGS,
§
L.L.C.; AMERICAN GENERICS, INC.
AND MCCORMICK HOLDINGS, §
L.L.C., §
§
Plaintiffs, §
§
vs. § 296TH JUDICIAL DISTRICT
§
RANBAXY, INC. F/K/A RANBAXY §
PHARMACEUTICALS, INC.; §
RANBAXY LABORATORIES, LTD.; §
VENKATACHALAM KRISHNAN AND §
ARUN SAWHNEY, §
§
Defendants. § COLLIN COUNTY, TEXAS

ORDER ON RANBAXY, INC. AND

VENKATCHALAM KRISHNAN'S APPLICATION TO COMPEL
ARBITRATION AND STAY PROCEEDINGS

After considering Ranbaxy, Inc. and Venkatchalam Krishnan's Application

to Compel Arbitration and Stay Proceedings, the response, and arguments of

counsel, and after a hearing on the application, the Court GRANTS the

Application To Compel Arbitration and Stay Proceedings.

Accordingly, the Court hereby STAYS these proceedings until such

arbitration has been had in accordance with the terms of the agreement to arbitrate.
·
S1gne d on _December
____ 19 _ _,2014.

/1~.~-
m'Imt PRESIDING
852
Appendix
Tab 7
 AMERICAN ARBITRATION ASSOCIATION

SIGNATURE PHARMACEUTICALS, LLC,

Claimant, Case No. 01-16-0004-6534
-against-
RANBAXY PHARMACEUTICALS, INC.,
Respondent.

PARTIAL FINAL A WARD

WE, THE UNDERSIGNED ARBITRATORS, having been appointed in accordance with

the dispute resolution provisions of an Amended and Restated Joint Venture and Operating
Agreement dated June 19, 2002 (Exhibit C-1 ), (the "Agreement"), between Ranbaxy
Pharmaceuticals, Inc. and Signature Pharmaceuticals, Inc. and having been duly sworn, and
having duly heard the submissions and evidence of the Parties, and given all Parties the
opportunity to be heard, do hereby FIND and AWARD, as follows:

I. THE PARTIES AND THE AGREEMENT

I. Claimant Signature Pharmaceuticals, LLC ("Signature") is a Delaware limited

liability company and states that it is the surviving company of a merger with Signature
Pharmaceuticals, Inc., a New York corporation that is a party to the Agreement. Its address is
PO Box 835090, Richardson, TX 75083-5090.

2. Respondent Ranbaxy Pharmaceuticals, Inc. is a Delaware corporation. Its address

is 600 College Rd. E, Ste. 2100, Princeton, NJ 08540.

3. In 2000, Ranbaxy and Signature Pharmaceuticals, Inc. formed Ranbaxy

Signature, LLC (the "LLC"), a Delaware limited liability company. The Agreement defines
ownership and operating rights relating to the LLC. The parties to the Agreement are the
Members ofthe LLC.

II. DISPUTE RESOLUTION AND GOVERNING LAW

4. Section 12.8 of the Agreement states:

"Arbitration. In the event of any disputes that are not resolved by

the Board or the Members shall be resolved exclusively through

ActiveUS 160096582v.2

190Vage 339
 arbitration and settled by a panel of three (3) arbitrators in New
York, New York (one of whom shall be selected by SPI, one of
whom shall be selected by Ranbaxy and the third of whom shall be
selected by the arbitrators selected by SPI and Ranbaxy) who shall
hold a hearing and make an award within sixty (60) days of the
filing for arbitration. The arbitrators shall be selected and the
proceedings and award conducted in accordance with the rules of
the American Arbitration Association then pertaining. The
arbitrators, in addition to any award that they shall make, shall
have the discretion to award the prevailing party the costs of the
proceedings together with reasonable attorney's fees. Any award
made hereunder may be docketed in a court of competent
jurisdiction. In the event there are any issues which are not
arbitrable as a matter of law, and as a condition precedent to a
court making a determination on any non-arbitrable issues, any
issues which may be arbitrated shall first be determined by
arbitration pursuant to this Section 12.8."

5. Section 12.13 of the Agreement provides:

"Governing Law. This Agreement shall be governed by and

construed in accordance with the laws of the State of Delaware
(other than its rules as to conflicts of law to the extent that such
rules would result in the application of the laws of some other
jurisdiction). To the extent the provisions of this Agreement are
inconsistent with the Delaware Limited Liability Company Act,
the provisions of this Agreement shall apply."

III. RELEVANT PROCEDURAL HISTORY

6. Signature filed its Demand for Arbitration and commenced this arbitration on
October 25, 2016. Signature is represented by:

Jeffrey M. Telep, Esq.

King & Spalding LLP
1700 Pennsylvania Avenue, NW, Suite 200
Washington, DC 20006-4707

and

Brian A. White, Esq.

Sara S. Bums, Esq
King & Spalding LLP
1180 Peachtree Street, NE
Atlanta, GA 30309-3521

-2-
ActiveUS 160096582v.2

1908
 and

Sara McBrearty, Esq.

King & Spalding LLP
1100 Louisiana St., Suite 4000
Houston, TX 77002

7. Ranbaxy filed an Answering Statement on November 21, 2016. It included a

section arguing that "Signature's Claims Are Barred by the Statute of Limitations." Ranbaxy is
represented by:

Jay P. Lefkowitz, P.C.

Eric F. Leon, P.C.
Kirkland & Ellis LLP
601 Lexington Ave.
New York, NY 10022

8. The Panel of arbitrators, constituted on November 29, 2016 after having been
selected in accordance with the Agreement, is composed of:

Han. E. Leo Milonas, Chairperson

Pillsbury Winthrop Shaw Pittman LLP
1540 Broadway
New York, NY 10036-4039

James H. Carter, Esq.

Wilmer, Cutler, Pickering Hale and Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007

Hon. William B. Chandler, III

Wilson Sonsini Goodrich & Rosati
Eight West Laurel St.
Georgetown, DE 19947-1424

9. The parties have agreed that the American Arbitration Association's Commercial
Arbitration Rules (the "AAA's Commercial Rules") are applicable in this arbitration.

10. On December 5, 2016 Signature filed Claimant's Request for an Award Denying
Respondent's Statute of Limitations Defense (the "Request"). Following telephone conferences
among counsel for the parties and the arbitrators on December 5 and 6, 2016, the parties
submitted additional papers supporting and opposing the Request in accordance with Arbitrators'
Order No.1 ofDecember 7, 2016.

11. An oral hearing was held on the Request in New York, NY on December 15,
2016. This Partial Final Award constitutes an award addressing the Request.

-3-
ActiveUS 160096582v.2

1909
IV. THE REQUEST AND THE PARTIES' CONTENTIONS

12. In the Request, Signature contends (at 14) that "there is no time limit on
Signature's right to pursue its claims arising out of or relating to" the Agreement and that
"Ranbaxy's statute oflimitations defense fails as a matter of law." Signature seeks an award
containing a declaration to that effect, and Signature maintains that an award upon this matter
made on or prior to December 26, 2016 would constitute "an award within sixty (60) days ofthe
filing for arbitration" pursuant to Section 12.8 of the Agreement.

13. Signature contends that neither the Agreement, the Rules, the Federal Arbitration
Act, 9 U.S.C. section 1 et seq., nor any other provision of law authorizes arbitrators to enforce
any statute of limitations restricting Signature's right to pursue any claim it asserts in this
arbitration. Signature therefore seeks an award striking or dismissing this defense.

14. Ranbaxy opposes the Request and contends that the panel has discretion to apply
or not apply a statute of limitations pursuant to New York's Civil Practice Law and Rules,
Sections 7502(c) and 202, and Sections R-4(c) and R-47(a) of the AAA's Commercial Rules and
that the panel should apply Delaware's three-year statute of limitations. Ranbaxy also maintains
that Section 12.8 of the Agreement requires the panel to render a final award in this case not later
than December 26, 2016.

V. REASONS FOR DECISION

15. Section R-4(c), part of a Rule titled "Filing Requirements," states:

"It is the responsibility of the filing party to ensure that any

conditions precedent to the filing of a case are met prior to filing
for an arbitration, as well as any time requirements associated with
the filing. Any dispute regarding whether a condition precedent
has been met may be raised to the arbitrator for determination."

16. Section R-47(a), part of a Rule titled "Scope of Award," provides:

"The arbitrator may grant any remedy or relief that the arbitrator
deems just and equitable and within the scope of the agreement of
the parties, including, but not limited to, specific performance of a
contract."

17. Section R-8, titled "Interpretation and Application of Rules," states in part:

"The arbitrator shall interpret and apply these rules insofar as they
relate to the arbitrator's powers and duties."

18. The AAA's Commercial Rules authorize arbitrators to decide whether there are
any "time requirements associated with" the filing of any claim in this arbitration and to
determine whether it would be "just and equitable" to grant any remedy or relief on any claim
that Signature has asserted, which includes whether damages should be granted in view of the

-4-
ActiveUS 160096582v.2

1910
time that may have elapsed prior to assertion of a claim. The AAA' s Commercial Rules, which
are included by reference as part of the Agreement, grant arbitrators discretion to decide to apply
a state statute of limitations as a restriction on remedies, should the panel consider that
appropriate, just and equitable.

19. The Request therefore should be denied.

20. Section 12.8 of the Agreement specifies that the arbitrators "shall hold a hearing
and make an award" within 60 days of filing for arbitration. Section R-47(b) states:

"In addition to a final award, the arbitrator may make other

decisions, including interim, interlocutory, or partial rulings,
orders, and awards. In any interim, interlocutory, or partial award,
the arbitrator may assess and apportion the fees, expenses, and
compensation related to such award as the arbitrator determines is
appropriate."

21. Section 12.8 ofthe Agreement does not require that a final award be made by any
specified deadline, only that an award be made. Section R-47(b) includes partial awards within
the category of"awards." This Partial Final Award is an award made, following a hearing, in
accordance with the requirements of that Section and Rule.

VI. AWARD

WHEREFORE, for the reasons set forth above, we hereby DECLARE and AWARD as
follows:

22. Signature's Request for a declaration that there is no time limit on Signature's
right to pursue its claims arising out of or relating to the JV Agreement is denied. The arbitrators
have discretion to enforce such a time limit if it is appropriate in the circumstances to do so.

23. Except as set forth herein, all other claims and defenses in the arbitration are
preserved for further proceedings, and the arbitrators will retain jurisdiction to decide these at a
later stage in this proceeding.

24. This Partial Final Award may be executed in counterparts, each of which shall be
deemed an original, and all of which together shall constitute the Partial Final Award ofthis
panel.

- 5-
ActiveUS 160096582v.2

1911
We hereby certifY, for the purposes of Article I of the New York Convention of 1958, on the
Recognition and Enforcement ofForeign Arbitral Awards, that this Partial Final Award \Vas
made in New York, N.Y., United States of America.

Dated: December ~016

James 1-1. Carter. Arbitrator

William B. Chandler, II I, Arbitrator

- 6-
t\ctivdJS 1600965!!2v.2

191Jitge 344
We hereby certify, for the purposes of Article I ofthe New York Convention of 1958, on the
Recognition and Enforcement of Foreign Arbitral Awards, that this Partial Final Award was
made in New York, N.Y., United States of America.

Dated: December fl, 2016

E. Leo Milonas, Chairperson

·- ~;/G-tk-
~es H. Carter, Arbitrator

William B. Chandler, Ill, Arbitrator

-6-
Active US I60096582v.2

1918tge 345
We hereby certify, for the purposes of Article I of the New York Convention of 1958, on the
Recognition and Enforcement of Foreign Arbitral Awards, that this Partial Final Award was
made in New York, N.Y., United States of America.

Dated: December_, 2016

E. Leo Milonas, Chairperson

James H. Carter, Arbitrator

tJ~,4.~-g
William B. Chandler, III, Arbitrator

- 6-
ActivelJS 160096582v.2

19111age 346
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )

T hereby certify that, for the purposes of Article I of the New York Convention of 1958 on the

Recognition and Enforcement of Foreign Arbitral Awards, this Partial Final Award vias made in

New York, N.Y. , United States of America.

Dated: December{rp-, 2016

STATE OF NEW YORK )

) SS:
COUNTY OF NEW YORK )

r, fn
On this Il l day of December, 2016, before me personally came and appeared E. Leo Milonas.

to me known and known to me to be the individual described in and who executed the foregoing

instrument and he acknowledged to me that he executed the same .

.\ c c e'w\Dc : \ C( 2.0 llo

Date _./ Notarv. Pf.blic

SUSAN BUSANI
Notary Public, State of New York
No. 01 BU4983804
Qualified in Bronx County
Commission Expires July B. 2019

-7-
ActivcUS 160096582v.2

1915
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )

I hereby certify that, for the purposes of Article 1 ofthe New York Convention of 1958 on the

Recognition and Enforcement of Foreign Arbitral Awards, this Partial Final Award was made in

New York, N.Y., United States of America.

Dated: December 11, 2016

'0. . r-) .
__.-··- ~ 1.4 / / \_ Cu~-
~es H. Carter, Arbitrator

STATE OF NEW YORK )

) SS:
COUNTY OF NEW YORK )

vJrA
On this ,;. . ., day of December, 2016, before me personally came and appeared James H. Carter,

to me known and known to me to be the individual described in and who executed the foregoing

instrument and he acknowledged to me that he executed the same.

-- ----~

(
·/
(/'
k
b~
~k;>&n~~l
- '-.
l
· I

Notary Public
"----··
SUSAN A DALESSANDRO
NOTARY PUBLIC, State of New York
No. 01 DA49548sa
Qualified in Richmond County
Commission Expires Aug. 21,2017

- 8-
ActiveUS 160096582v.2

1916
STATE OF DELAWARE )
) SS:
COUNTY OF SUSSEX )

I hereby certify that, for the purposes of Article 1 of the New York Convention of 1958 on the

Recognition and Enforcement of Foreign Arbitral Awards, this Partial Final Award was made in

New York, N.Y., United States of America.

Dated: December , 2016

~4aA:FC
William B. Chandler, III, Arbitrator

STATE OF DELAWARE )
) SS:
COUNTY OF SUSSEX )

On this~day of December, 2016, before me personally came and appeared William B.

Chandler, III, to me known and known to me to be the individual described in and who executed

the foregoing instrument and he acknowledged to me that he executed the same.

Date

-9-
ActivclJS 160096582v.2

191Vage 349
Appendix
Tab 8
 AMERICAN ARBITRATION ASSOCIATION

SIGNATURE PHARMACEUTICALS, LLC,

Claimant, Case No. 0116 004 6534

-against-

RANBAXY PHARMACEUTJCALS, INC.,

Respondent.

ARBITRATORS' ORDER

1. Reference is made to the January 23,2017 email from Respondent's counsel (see

Attachment 1) and to the multiple emails and correspondence, the hearing minutes of

December 15, 2016 and the Arbitrators' "Pm;tial Final Award" dated December 16, 2016 (see

Attachment 2) which address the timeliness of these proceedings under Section 12.8 of the

JV A. Specifically the Partial Final Award determined, in Paragraphs 20 and 2t as foUows:

"20. Section 12.8 of the Agreement specifies that the arbitrators "shall hold a
hearing and make an award" within 60 days of filing for arbitration. Rule R-47(b) states:

"In addition to a final award, the arbitrator may make other decisions,
including interim, interlocutory, or partial rulings, orders and awards. In
any interim, interlocutory, or partial rulings, orders, and awards. In any
interim, interlocutory, or partial award, the arbitrator may assess and
apportion the fees, expenses, and compensation related to such award as
the arbitrator determines is appropriate."

21. Section 12.8 of the Agreement does not require that a final award be made
by any specified deadline, only that an award be made. Rule R-47(b) includes partial
awards within the category of "awards;" This Partial Final Award is an award made,
following a hearing, in accordance with the requirements of that Section and Rule."

2028tge 460
 2. The Partial Final A ward was made prior to the 60th day following the filing of

the arbitration. In the January 20, 2017 scheduling conference call with counsel, after the 60th

day following filing of the arbitration had passed, Claimant's counsel stated that it was satisfied
\

that the Partial Final Award complied with the timeliness requirements of Section 12.8 of the

JVA, and it was prepared to proceed. Respondent's counsel asserted that it was not prepared to

take a position on Section 12.8 "at this time." The Arbitrators advised Respondent tbat it would

be manifestly unjust and unfair, for the parties to expend a significant amount of time and

resources, and for the Respondent to "sit on its rights" as perceived, and to await the outcome

of the arbitration. If it was satisfied with the result, it would do nothing. However, if it was not

satisfied, it would then go to court to challenge the proceedings under Section 12.8 of the

JVA. Therefore, Respondent's counsel was directed that the Respondent should decide and

advise the Arbitrators by January 23, 2017 whether it intended to proceed to court for a stay or

to continue with the arbitration process.

3. The January 23, 2017 email from Respondent's counsel specifically advised that

the Respondent would proceed with the arbitration "[w]ith the understanding that Ranbaxy

reserved all rights under Section 12.8 of the JVA, and that Ranbaxy' s continued participation in

these proceedings is performed subject to, and without waiver of, this reserva~on of rights,

Ranbaxy is amenable to the schedule proposed by the Panel (subject to confirming the

availability of one witness) and will not seek to enjoin the proceedings at this time."

2
2029
 4. The proposed "reservation" by Respondent of "all rights" under Sec. 12.8 of the

JVA is not acceptable to the Arbitrators, who require that the issue of arbitral jurisdiction after

the 60th day following the .filing of the arbitration be resolved prior to proceeding with the

merits of the case. The Arbitrators are therefore suspending the proceedings in this arbitration

until February 21, 2017 so that either party can proceed in the appropriate court with

jurisdiction to determine the applicability of Section 12.8 of the JVA to these proceedings or any

other pre-Award issues which are appropriate for judicial intervention. Alternatively, either

party may present the issue of jurisdiction under Sec. 12.8 of the JV A to the Panel for a further

final and binding award on jurisdiction, relying on prior submissions or supplementing them as

the party may choose, by February 21, 2017. The Arbitrators' decision shall constitute a final

and binding ruling on jurisdiction pursuant to AAA Rule R-7. The Panel will understand that

each party, by proceeding with the arbitration after February 21, 2017 without having taken

either of these steps, will have waived any further objection to jurisdiction under Sec. 12.8 of the

JVA.

Dated: New York, New York

January 30, 2017

2030
Appendix
Tab 9
 AMERICAN ARBITRATION ASSOCIATION

SIGNATURE PHARMACEUTICALS, LLC,

Clnirnnnt, Case No. 01 16 004 6534

-against-

RANBAXY PHARMACEUTICALS, INC.,

Respondent.

ARBITRATORS' ORDER

The Arbitrators confirm that the Partial Final Award dated December 16, 2016 was their

award on jurisdiction with respect to the 60 day requirement of Section12.8 of the JVA. The

Parties have not agreed to seek a fwther ruling on the subject from the Panel. Respondent, in

response to the Arbitrators' Order dated January 30, 2017, states that it has commenced

proceedings" ... to determine the applicabi lity of Section 12.8 to these proceedings .... " The

Arbitrators request that counsel keep the Panel updated on all court proceedings and rulings on

a timely basis.

Dated: New York, New York

February 8, 201 7

For the Panel

2050
4823-7395-923<1 v I
Appendix
Tab 10
 Commercial
m Arbitration Rules and Mediation Procedures

Including Procedures for Large, Complex Commercial Disputes

8 AMERICAN ARBITRATION ASSOCIATION'

Available online at adr.org/commercial

Rules Amended and Effective October 1, 2013

2052
Fee Schedule Amended and Effective July 1, 2016
Page 484
 Regional Vice Presidents
States: Delaware, District of Columbia, States: Indiana, Kentucky, North Carolina, Ohio,
Maryland, New Jersey, Pennsylvania, Virginia South Carolina, Tennessee, West Virginia
P. Jean Baker, Esq. Michelle M. Skipper
Vice President Vice President
Phone: 202.223.7093 Phone: 704.643.8605
Email: BakerJ@adr.org Email: SkipperM@adr.org

States: Oklahoma, Texas States: Florida

Andrew Barton Rebecca Storrow, Ph.D.
Vice President Vice President
Phone: 210.998.5750 Phone: 954.372.4341
Email: BartonA@adr.org Email: StorrowR@adr.org

States: Alabama, Georgia States: Arizona, Colorado, Kansas, Idaho,

John M. Bishop Montana, Nebraska, Nevada, New Mexico,
Vice President Utah, Wyoming
Phone: 404.320.5150 Lance K. Tanaka
Email: BishopJ@adr.org Vice President
Phone: 303.831.0824
States: City of Houston, Louisiana, Mississippi Email: TanakaL@adr.org
lngeuneal C. Gray, Esq.
Vice President States: Arkansas, Illinois, Iowa, Michigan,
Phone: 832.308.7893 Minnesota, Missouri, North Dakota,
Email: Grayl@adr.org South Dakota, Wisconsin
A. Kelly Turner, Esq.
States: Connecticut, Maine, Massachusetts, Vice President
New Hampshire, Rhode Island, Vermont Phone: 312.361.1116
Karen Jalkut Email: TurnerK@adr.org
Vice President
Phone: 617.695.6062 States: New York
Email: JalkutK@adr.org Jeffrey T. Zaino, Esq.
Vice President
States: Alaska, California, Hawaii, Oregon, Phone: 212.484.3224
Washington Email: ZainoJ@adr.org
Serena K. Lee, Esq.
Vice President
Phone: 415.671.4053
Email: LeeS@adr.org

Case Management Vice Presidents and Assistant Vice Presidents

Jeffrey Garcia Yvonne Baglini
Vice President Assistant Vice President
Phone: 559.490.1860 Phone: 866.293.4053
Email: GarciaJ@adr.org Email: BagliniY@adr.org
Administers cases in: AK, AZ., AR, CA, CO, HI, Administers cases in: CT, DE, MA, ME, Ml, NH,
ID, IL, lA, KS, LA, MN, MS, MO, MT, NE, NV, NJ, NY, PA, Rl, VT, WV
NM, ND, OK, OR, SD, TX, UT, WA, WI, WY

John M. Bishop
Vice President
Phone: 404.320.5150
Email: BishopJ@adr.org
Administers cases in: AL, DC, FL, GA, IN, KY,
MD, NC, OH, SC, TN, VA

2 RULES AND MEDIATION PROCEDURES

Table of Contents
Important Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Standard Arbitration Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Administrative Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Mediation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Large, Complex Cases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Commercial Arbitration Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

R-1. Agreement of Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
R-2. AAA and Delegation of Duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
R-3. National Roster of Arbitrators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
R-4. Filing Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
R-5. Answers and Counterclaims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
R-6. Changes of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
R-7. Jurisdiction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
R-8. Interpretation and Application of Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
R-9. Mediation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
R-10. Administrative Conference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
R-11. Fixing of Locale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
R-12. Appointment from National Roster. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
R-13. Direct Appointment by a Party. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
R-14. Appointment of Chairperson by Party-Appointed Arbitrators or Parties. . . . . . . . 16
R-15. Nationality of Arbitrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
R-16. Number of Arbitrators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
R-17. Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
R-18. Disqualification of Arbitrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
R-19. Communication with Arbitrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
R-20. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
R-21. Preliminary Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
R-22. Pre-Hearing Exchange and Production of Information . . . . . . . . . . . . . . . . . . . . . . 19
R-23. Enforcement Powers of the Arbitrator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
R-24. Date, Time, and Place of Hearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
R-25. Attendance at Hearings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
R-26. Representation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
R-27. Oaths . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

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 R-28. Stenographic Record. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
R-29. Interpreters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
R-30. Postponements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
R-31. Arbitration in the Absence of a Party or Representative. . . . . . . . . . . . . . . . . . . . . 22
R-32. Conduct of Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
R-33. Dispositive Motions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
R-34. Evidence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
R-35. Evidence by Written Statements and Post-Hearing Filing of Documents or
Other Evidence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
R-36. Inspection or Investigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
R-37. Interim Measures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
R-38. Emergency Measures of Protection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
R-39. Closing of Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
R-40. Reopening of Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
R-41. Waiver of Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
R-42. Extensions of Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
R-43. Serving of Notice and Communications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
R-44. Majority Decision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
R-45. Time of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
R-46. Form of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
R-47. Scope of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
R-48. Award Upon Settlement—Consent Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
R-49. Delivery of Award to Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
R-50. Modification of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
R-51. Release of Documents for Judicial Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
R-52. Applications to Court and Exclusion of Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
R-53. Administrative Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
R-54. Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
R-55. Neutral Arbitrator’s Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
R-56. Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
R-57. Remedies for Nonpayment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
R-58. Sanctions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

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Preliminary Hearing Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
P-1. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
P-2. Checklist. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Expedited Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
E-1. Limitation on Extensions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
E-2. Changes of Claim or Counterclaim. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
E-3. Serving of Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
E-4. Appointment and Qualifications of Arbitrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
E-5. Exchange of Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
E-6. Proceedings on Documents and Procedures for the Resolution of Disputes
Through Document Submission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
E-7. Date, Time, and Place of Hearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
E-8. The Hearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
E-9. Time of Award. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
E-10. Arbitrator’s Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Procedures for Large, Complex Commercial Disputes . . . . . . . . . . . . . . . . . . . . . . . . 37

L-1. Administrative Conference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
L-2. Arbitrators. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
L-3. Management of Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Administrative Fee Schedules (Standard and Flexible Fees) . . . . . . . . . . . . . . . . . . . 38

Commercial Mediation Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

M-1. Agreement of Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
M-2. Initiation of Mediation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
M-3. Representation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
M-4. Appointment of the Mediator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
M-5. Mediator’s Impartiality and Duty to Disclose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
M-6. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
M-7. Duties and Responsibilities of the Mediator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
M-8. Responsibilities of the Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
M-9. Privacy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
M-10. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
M-11. No Stenographic Record. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

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 M-12. Termination of Mediation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
M-13. Exclusion of Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
M-14. Interpretation and Application of Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
M-15. Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
M-16. Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
M-17. Cost of the Mediation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

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 Commercial Arbitration Rules
and Mediation Procedures
[Including Procedures for Large, Complex Commercial Disputes]

Important Notice

These rules and any amendment of them shall apply in the form in effect at the
time the administrative filing requirements are met for a demand for arbitration
or submission agreement received by the AAA®. To ensure that you have the
most current information, see our web site at www.adr.org.

Introduction

Each year, many millions of business transactions take place. Occasionally,

disagreements develop over these business transactions. Many of these disputes
are resolved by arbitration, the voluntary submission of a dispute to an impartial
person or persons for final and binding determination. Arbitration has proven to be
an effective way to resolve these disputes privately, promptly, and economically.

The American Arbitration Association® (AAA), a not-for-profit, public service

organization, offers a broad range of dispute resolution services to business
executives, attorneys, individuals, trade associations, unions, management,
consumers, families, communities, and all levels of government. Services are
available through AAA headquarters in New York and through offices located in
major cities throughout the United States. Hearings may be held at locations
convenient for the parties and are not limited to cities with AAA offices. In
addition, the AAA serves as a center for education and training, issues
specialized publications, and conducts research on various forms of alternative
dispute resolution.

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CO MMERCIA ~ ULES 7
Standard Arbitration Clause

The parties can provide for arbitration of future disputes by inserting the
following clause into their contracts:

Any controversy or claim arising out of or relating to this contract, or the

breach thereof, shall be settled by arbitration administered by the
American Arbitration Association under its Commercial Arbitration Rules,
and judgment on the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction thereof.

Arbitration of existing disputes may be accomplished by use of the following:

We, the undersigned parties, hereby agree to submit to arbitration

administered by the American Arbitration Association under its
Commercial Arbitration Rules the following Controversy: (describe briefly).
We further agree that the above controversy be submitted to (one) (three)
arbitrator(s). We further agree that we will faithfully observe this
agreement and the rules, that we will abide by and perform any award
rendered by the arbitrator(s), and that a judgment of any court having
jurisdiction may be entered on the award.

The services of the AAA are generally concluded with the transmittal of the
award. Although there is voluntary compliance with the majority of awards,
judgment on the award can be entered in a court having appropriate jurisdiction
if necessary.

Administrative Fees

The AAA charges a filing fee based on the amount of the claim or counterclaim.
This fee information, which is included with these rules, allows the parties to
exercise control over their administrative fees. The fees cover AAA administrative
services; they do not cover arbitrator compensation or expenses, if any, reporting
services, or any post-award charges incurred by the parties in enforcing the award.

Mediation

Subject to the right of any party to opt out, in cases where a claim or
counterclaim exceeds $75,000, the rules provide that the parties shall mediate
their dispute upon the administration of the arbitration or at any time when the
arbitration is pending. In mediation, the neutral mediator assists the parties in
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reaching a settlement but does not have the authority to make a binding
decision or award. Mediation is administered by the AAA in accordance with its
Commercial Mediation Procedures. There is no additional filing fee where parties
to a pending arbitration attempt to mediate their dispute under the AAA’s auspices.

Although these rules include a mediation procedure that will apply to many
cases, parties may still want to incorporate mediation into their contractual dispute
settlement process. Parties can do so by inserting the following mediation clause
into their contract in conjunction with a standard arbitration provision:

If a dispute arises out of or relates to this contract, or the breach thereof,

and if the dispute cannot be settled through negotiation, the parties
agree first to try in good faith to settle the dispute by mediation
administered by the American Arbitration Association under its
Commercial Mediation Procedures before resorting to arbitration,
litigation, or some other dispute resolution procedure.

If the parties want to use a mediator to resolve an existing dispute, they can en-
ter into the following submission agreement:

The parties hereby submit the following dispute to mediation

administered by the American Arbitration Association under its
Commercial Mediation Procedures. (The clause may also provide for the
qualifications of the mediator(s), method of payment, locale of meetings,
and any other item of concern to the parties.)

Large, Complex Cases

Unless the parties agree otherwise, the procedures for Large, Complex
Commercial Disputes, which appear in this pamphlet, will be applied to all cases
administered by the AAA under the Commercial Arbitration Rules in which the
disclosed claim or counterclaim of any party is at least $500,000 exclusive of
claimed interest, arbitration fees and costs. The key features of these procedures
include:

>> A highly qualified, trained Roster of Neutrals;

>> A mandatory preliminary hearing with the arbitrators, which may be conducted by
teleconference;
>> Broad arbitrator authority to order and control the exchange of information,
including depositions;
>> A presumption that hearings will proceed on a consecutive or block basis.

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 Commercial Arbitration Rules

R-1. Agreement of Parties*

(a) The parties shall be deemed to have made these rules a part of their arbitration
agreement whenever they have provided for arbitration by the American
Arbitration Association (hereinafter AAA) under its Commercial Arbitration Rules
or for arbitration by the AAA of a domestic commercial dispute without specifying
particular rules. These rules and any amendment of them shall apply in the form
in effect at the time the administrative requirements are met for a Demand for
Arbitration or Submission Agreement received by the AAA. Any disputes
regarding which AAA rules shall apply shall be decided by the AAA. The parties,
by written agreement, may vary the procedures set forth in these rules. After
appointment of the arbitrator, such modifications may be made only with the
consent of the arbitrator.
(b) Unless the parties or the AAA determines otherwise, the Expedited Procedures
shall apply in any case in which no disclosed claim or counterclaim exceeds
$75,000, exclusive of interest, attorneys’ fees, and arbitration fees and costs.
Parties may also agree to use these procedures in larger cases. Unless the parties
agree otherwise, these procedures will not apply in cases involving more than two
parties. The Expedited Procedures shall be applied as described in Sections E-1
through E-10 of these rules, in addition to any other portion of these rules that is
not in conflict with the Expedited Procedures.
(c) Unless the parties agree otherwise, the Procedures for Large, Complex
Commercial Disputes shall apply to all cases in which the disclosed claim or
counterclaim of any party is at least $500,000 or more, exclusive of claimed
interest, attorneys’ fees, arbitration fees and costs. Parties may also agree to use
the procedures in cases involving claims or counterclaims under $500,000, or in
nonmonetary cases. The Procedures for Large, Complex Commercial Disputes
shall be applied as described in Sections L-1 through L-3 of these rules, in
addition to any other portion of these rules that is not in conflict with the
Procedures for Large, Complex Commercial Disputes.
(d) Parties may, by agreement, apply the Expedited Procedures, the Procedures for
Large, Complex Commercial Disputes, or the Procedures for the Resolution of
Disputes through Document Submission (Rule E-6) to any dispute.
(e) All other cases shall be administered in accordance with Sections R-1 through R-58
of these rules.

* A dispute arising out of an employer-promulgated plan will be administered under the AAA’s Employment
Arbitration Rules and Mediation Procedures. A dispute arising out of a consumer arbitration agreement will be
administered under the AAA’s Consumer Arbitration Rules.

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R-2. AAA and Delegation of Duties

When parties agree to arbitrate under these rules, or when they provide for
arbitration by the AAA and an arbitration is initiated under these rules, they
thereby authorize the AAA to administer the arbitration. The authority and duties
of the AAA are prescribed in the agreement of the parties and in these rules, and
may be carried out through such of the AAA’s representatives as it may direct. The
AAA may, in its discretion, assign the administration of an arbitration to any of its
offices. Arbitrations administered under these rules shall only be administered by
the AAA or by an individual or organization authorized by the AAA to do so.

R-3. National Roster of Arbitrators

The AAA shall establish and maintain a National Roster of Arbitrators (“National
Roster”) and shall appoint arbitrators as provided in these rules. The term
“arbitrator” in these rules refers to the arbitration panel, constituted for a
particular case, whether composed of one or more arbitrators, or to an individual
arbitrator, as the context requires.

R-4. Filing Requirements

(a) Arbitration under an arbitration provision in a contract shall be initiated by the

initiating party (“claimant”) filing with the AAA a Demand for Arbitration, the
administrative filing fee, and a copy of the applicable arbitration agreement from
the parties’ contract which provides for arbitration.
(b) Arbitration pursuant to a court order shall be initiated by the initiating party filing
with the AAA a Demand for Arbitration, the administrative filing fee, and a copy of
any applicable arbitration agreement from the parties’ contract which provides for
arbitration.
i. The filing party shall include a copy of the court order.
ii. The filing fee must be paid before a matter is considered properly filed. If the
court order directs that a specific party is responsible for the filing fee, it is
the responsibility of the filing party to either make such payment to the AAA
and seek reimbursement as directed in the court order or to make other such
arrangements so that the filing fee is submitted to the AAA with the Demand.
iii. The party filing the Demand with the AAA is the claimant and the opposing
party is the respondent regardless of which party initiated the court action.
Parties may request that the arbitrator alter the order of proceedings if
necessary pursuant to R-32.
(c) It is the responsibility of the filing party to ensure that any conditions precedent
to the filing of a case are met prior to filing for an arbitration, as well as any time
requirements associated with the filing. Any dispute regarding whether a condition
precedent has been met may be raised to the arbitrator for determination.

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 (d) Parties to any existing dispute who have not previously agreed to use these rules
may commence an arbitration under these rules by filing a written submission
agreement and the administrative filing fee. To the extent that the parties’
submission agreement contains any variances from these rules, such variances
should be clearly stated in the Submission Agreement.
(e) Information to be included with any arbitration filing includes:
i. the name of each party;
ii. the address for each party, including telephone and fax numbers and e-mail
addresses;
iii. if applicable, the names, addresses, telephone and fax numbers, and e-mail
addresses of any known representative for each party;
iv. a statement setting forth the nature of the claim including the relief sought
and the amount involved; and
v. the locale requested if the arbitration agreement does not specify one.
(f) The initiating party may file or submit a dispute to the AAA in the following
manner:
i. through AAA WebFile, located at www.adr.org; or
ii. by filing the complete Demand or Submission with any AAA office, regardless
of the intended locale of hearing.
(g) The filing party shall simultaneously provide a copy of the Demand and any
supporting documents to the opposing party.
(h) The AAA shall provide notice to the parties (or their representatives if so named)
of the receipt of a Demand or Submission when the administrative filing
requirements have been satisfied. The date on which the filing requirements are
satisfied shall establish the date of filing the dispute for administration. However,
all disputes in connection with the AAA’s determination of the date of filing may
be decided by the arbitrator.
(i) If the filing does not satisfy the filing requirements set forth above, the AAA shall
acknowledge to all named parties receipt of the incomplete filing and inform the
parties of the filing deficiencies. If the deficiencies are not cured by the date
specified by the AAA, the filing may be returned to the initiating party.

R-5. Answers and Counterclaims

(a) A respondent may file an answering statement with the AAA within 14 calendar
days after notice of the filing of the Demand is sent by the AAA. The respondent
shall, at the time of any such filing, send a copy of any answering statement to
the claimant and to all other parties to the arbitration. If no answering statement
is filed within the stated time, the respondent will be deemed to deny the claim.
Failure to file an answering statement shall not operate to delay the arbitration.

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(b) A respondent may file a counterclaim at any time after notice of the filing of the
Demand is sent by the AAA, subject to the limitations set forth in Rule R-6. The
respondent shall send a copy of the counterclaim to the claimant and all other
parties to the arbitration. If a counterclaim is asserted, it shall include a statement
setting forth the nature of the counterclaim including the relief sought and the
amount involved. The filing fee as specified in the applicable AAA Fee Schedule
must be paid at the time of the filing of any counterclaim.
(c) If the respondent alleges that a different arbitration provision is controlling, the
matter will be administered in accordance with the arbitration provision submitted
by the initiating party subject to a final determination by the arbitrator.
(d) If the counterclaim does not meet the requirements for filing a claim and the
deficiency is not cured by the date specified by the AAA, it may be returned to the
filing party.

R-6. Changes of Claim

(a) A party may at any time prior to the close of the hearing or by the date
established by the arbitrator increase or decrease the amount of its claim or
counterclaim. Written notice of the change of claim amount must be provided to
the AAA and all parties. If the change of claim amount results in an increase in
administrative fee, the balance of the fee is due before the change of claim
amount may be accepted by the arbitrator.
(b) Any new or different claim or counterclaim, as opposed to an increase or decrease
in the amount of a pending claim or counterclaim, shall be made in writing and
filed with the AAA, and a copy shall be provided to the other party, who shall have
a period of 14 calendar days from the date of such transmittal within which to file
an answer to the proposed change of claim or counterclaim with the AAA. After
the arbitrator is appointed, however, no new or different claim may be submitted
except with the arbitrator’s consent.

R-7. Jurisdiction

(a) The arbitrator shall have the power to rule on his or her own jurisdiction, including
any objections with respect to the existence, scope, or validity of the arbitration
agreement or to the arbitrability of any claim or counterclaim.
(b) The arbitrator shall have the power to determine the existence or validity of a
contract of which an arbitration clause forms a part. Such an arbitration clause
shall be treated as an agreement independent of the other terms of the contract.
A decision by the arbitrator that the contract is null and void shall not for that
reason alone render invalid the arbitration clause.
(c) A party must object to the jurisdiction of the arbitrator or to the arbitrability of a
claim or counterclaim no later than the filing of the answering statement to the
claim or counterclaim that gives rise to the objection. The arbitrator may rule on
such objections as a preliminary matter or as part of the final award.

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 R-8. Interpretation and Application of Rules

The arbitrator shall interpret and apply these rules insofar as they relate to the
arbitrator’s powers and duties. When there is more than one arbitrator and a
difference arises among them concerning the meaning or application of these
rules, it shall be decided by a majority vote. If that is not possible, either an
arbitrator or a party may refer the question to the AAA for final decision. All other
rules shall be interpreted and applied by the AAA.

R-9. Mediation

In all cases where a claim or counterclaim exceeds $75,000, upon the AAA’s
administration of the arbitration or at any time while the arbitration is pending,
the parties shall mediate their dispute pursuant to the applicable provisions of
the AAA’s Commercial Mediation Procedures, or as otherwise agreed by the
parties. Absent an agreement of the parties to the contrary, the mediation shall
take place concurrently with the arbitration and shall not serve to delay the
arbitration proceedings. However, any party to an arbitration may unilaterally
opt out of this rule upon notification to the AAA and the other parties to the
arbitration. The parties shall confirm the completion of any mediation or any
decision to opt out of this rule to the AAA. Unless agreed to by all parties and
the mediator, the mediator shall not be appointed as an arbitrator to the case.

R-10. Administrative Conference

At the request of any party or upon the AAA’s own initiative, the AAA may
conduct an administrative conference, in person or by telephone, with the parties
and/or their representatives. The conference may address such issues as
arbitrator selection, mediation of the dispute, potential exchange of information,
a timetable for hearings, and any other administrative matters.

R-11. Fixing of Locale

The parties may mutually agree on the locale where the arbitration is to be held.
Any disputes regarding the locale that are to be decided by the AAA must be
submitted to the AAA and all other parties within 14 calendar days from the date
of the AAA’s initiation of the case or the date established by the AAA. Disputes
regarding locale shall be determined in the following manner:

(a) When the parties’ arbitration agreement is silent with respect to locale, and if the
parties disagree as to the locale, the AAA may initially determine the place of

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 arbitration, subject to the power of the arbitrator after appointment, to make a
final determination on the locale.
(b) When the parties’ arbitration agreement requires a specific locale, absent the
parties’ agreement to change it, or a determination by the arbitrator upon
appointment that applicable law requires a different locale, the locale shall be that
specified in the arbitration agreement.
(c) If the reference to a locale in the arbitration agreement is ambiguous, and the
parties are unable to agree to a specific locale, the AAA shall determine the
locale, subject to the power of the arbitrator to finally determine the locale.

The arbitrator, at the arbitrator’s sole discretion, shall have the authority to
conduct special hearings for document production purposes or otherwise at
other locations if reasonably necessary and beneficial to the process.

R-12. Appointment from National Roster

If the parties have not appointed an arbitrator and have not provided any
other method of appointment, the arbitrator shall be appointed in the following
manner:

(a) The AAA shall send simultaneously to each party to the dispute an identical list
of 10 (unless the AAA decides that a different number is appropriate) names of
persons chosen from the National Roster. The parties are encouraged to agree to
an arbitrator from the submitted list and to advise the AAA of their agreement.
(b) If the parties are unable to agree upon an arbitrator, each party to the dispute
shall have 14 calendar days from the transmittal date in which to strike names
objected to, number the remaining names in order of preference, and return the
list to the AAA. The parties are not required to exchange selection lists. If a party
does not return the list within the time specified, all persons named therein shall
be deemed acceptable to that party. From among the persons who have been
approved on both lists, and in accordance with the designated order of mutual
preference, the AAA shall invite the acceptance of an arbitrator to serve. If the
parties fail to agree on any of the persons named, or if acceptable arbitrators are
unable to act, or if for any other reason the appointment cannot be made from
the submitted lists, the AAA shall have the power to make the appointment
from among other members of the National Roster without the submission of
additional lists.
(c) Unless the parties agree otherwise, when there are two or more claimants or two
or more respondents, the AAA may appoint all the arbitrators.

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 R-13. Direct Appointment by a Party

(a) If the agreement of the parties names an arbitrator or specifies a method of

appointing an arbitrator, that designation or method shall be followed. The notice
of appointment, with the name and address of the arbitrator, shall be filed with the
AAA by the appointing party. Upon the request of any appointing party, the AAA
shall submit a list of members of the National Roster from which the party may, if it
so desires, make the appointment.
(b) Where the parties have agreed that each party is to name one arbitrator, the
arbitrators so named must meet the standards of Section R-18 with respect to
impartiality and independence unless the parties have specifically agreed
pursuant to Section R-18(b) that the party-appointed arbitrators are to be
non-neutral and need not meet those standards.
(c) If the agreement specifies a period of time within which an arbitrator shall be
appointed and any party fails to make the appointment within that period, the
AAA shall make the appointment.
(d) If no period of time is specified in the agreement, the AAA shall notify the party
to make the appointment. If within 14 calendar days after such notice has been
sent, an arbitrator has not been appointed by a party, the AAA shall make the
appointment.

R-14. Appointment of Chairperson by Party-Appointed Arbitrators or Parties

(a) If, pursuant to Section R-13, either the parties have directly appointed arbitrators,
or the arbitrators have been appointed by the AAA, and the parties have
authorized them to appoint a chairperson within a specified time and no
appointment is made within that time or any agreed extension, the AAA may
appoint the chairperson.
(b) If no period of time is specified for appointment of the chairperson, and the
party-appointed arbitrators or the parties do not make the appointment within
14 calendar days from the date of the appointment of the last party-appointed
arbitrator, the AAA may appoint the chairperson.
(c) If the parties have agreed that their party-appointed arbitrators shall appoint the
chairperson from the National Roster, the AAA shall furnish to the party-appointed
arbitrators, in the manner provided in Section R-12, a list selected from the
National Roster, and the appointment of the chairperson shall be made as
provided in that Section.

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R-15. Nationality of Arbitrator

Where the parties are nationals of different countries, the AAA, at the request of
any party or on its own initiative, may appoint as arbitrator a national of a country
other than that of any of the parties. The request must be made before the time
set for the appointment of the arbitrator as agreed by the parties or set by these
rules.

R-16. Number of Arbitrators

(a) If the arbitration agreement does not specify the number of arbitrators, the
dispute shall be heard and determined by one arbitrator, unless the AAA, in its
discretion, directs that three arbitrators be appointed. A party may request three
arbitrators in the Demand or Answer, which request the AAA will consider in
exercising its discretion regarding the number of arbitrators appointed to the
dispute.
(b) Any request for a change in the number of arbitrators as a result of an increase or
decrease in the amount of a claim or a new or different claim must be made to
the AAA and other parties to the arbitration no later than seven calendar days
after receipt of the R-6 required notice of change of claim amount. If the parties
are unable to agree with respect to the request for a change in the number of
arbitrators, the AAA shall make that determination.

R-17. Disclosure

(a) Any person appointed or to be appointed as an arbitrator, as well as the parties

and their representatives, shall disclose to the AAA any circumstance likely to give
rise to justifiable doubt as to the arbitrator’s impartiality or independence,
including any bias or any financial or personal interest in the result of the arbitration
or any past or present relationship with the parties or their representatives. Such
obligation shall remain in effect throughout the arbitration. Failure on the part of a
party or a representative to comply with the requirements of this rule may result in
the waiver of the right to object to an arbitrator in accordance with Rule R-41.
(b) Upon receipt of such information from the arbitrator or another source, the AAA
shall communicate the information to the parties and, if it deems it appropriate to
do so, to the arbitrator and others.
(c) Disclosure of information pursuant to this Section R-17 is not an indication that the
arbitrator considers that the disclosed circumstance is likely to affect impartiality
or independence.

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 R-18. Disqualification of Arbitrator

(a) Any arbitrator shall be impartial and independent and shall perform his or her
duties with diligence and in good faith, and shall be subject to disqualification for:
i. partiality or lack of independence,
ii. inability or refusal to perform his or her duties with diligence and in good
faith, and
iii. any grounds for disqualification provided by applicable law.
(b) The parties may agree in writing, however, that arbitrators directly appointed by a
party pursuant to Section R-13 shall be non-neutral, in which case such arbitrators
need not be impartial or independent and shall not be subject to disqualification
for partiality or lack of independence.
(c) Upon objection of a party to the continued service of an arbitrator, or on its own
initiative, the AAA shall determine whether the arbitrator should be disqualified
under the grounds set out above, and shall inform the parties of its decision,
which decision shall be conclusive.

R-19. Communication with Arbitrator

(a) No party and no one acting on behalf of any party shall communicate ex parte
with an arbitrator or a candidate for arbitrator concerning the arbitration,
except that a party, or someone acting on behalf of a party, may communicate
ex parte with a candidate for direct appointment pursuant to R-13 in order to
advise the candidate of the general nature of the controversy and of the
anticipated proceedings and to discuss the candidate’s qualifications, availability,
or independence in relation to the parties or to discuss the suitability of
candidates for selection as a third arbitrator where the parties or party-designated
arbitrators are to participate in that selection.
(b) Section R-19(a) does not apply to arbitrators directly appointed by the parties
who, pursuant to Section R-18(b), the parties have agreed in writing are
non-neutral. Where the parties have so agreed under Section R-18(b), the AAA
shall as an administrative practice suggest to the parties that they agree further
that Section R-19(a) should nonetheless apply prospectively.
(c) I n the course of administering an arbitration, the AAA may initiate
communications with each party or anyone acting on behalf of the parties either
jointly or individually.
(d) As set forth in R-43, unless otherwise instructed by the AAA or by the arbitrator,
any documents submitted by any party or to the arbitrator shall simultaneously be
provided to the other party or parties to the arbitration.

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R-20. Vacancies

(a) If for any reason an arbitrator is unable or unwilling to perform the duties of the
office, the AAA may, on proof satisfactory to it, declare the office vacant. Vacancies
shall be filled in accordance with the applicable provisions of these rules.
(b) In the event of a vacancy in a panel of neutral arbitrators after the hearings have
commenced, the remaining arbitrator or arbitrators may continue with the hearing
and determination of the controversy, unless the parties agree otherwise.
(c) In the event of the appointment of a substitute arbitrator, the panel of arbitrators
shall determine in its sole discretion whether it is necessary to repeat all or part of
any prior hearings.

R-21. Preliminary Hearing

(a) At the discretion of the arbitrator, and depending on the size and complexity of
the arbitration, a preliminary hearing should be scheduled as soon as practicable
after the arbitrator has been appointed. The parties should be invited to attend
the preliminary hearing along with their representatives. The preliminary hearing
may be conducted in person or by telephone.
(b) At the preliminary hearing, the parties and the arbitrator should be prepared
to discuss and establish a procedure for the conduct of the arbitration that is
appropriate to achieve a fair, efficient, and economical resolution of the dispute.
Sections P-1 and P-2 of these rules address the issues to be considered at the
preliminary hearing.

R-22. Pre-Hearing Exchange and Production of Information

(a) Authority of arbitrator. The arbitrator shall manage any necessary exchange of
information among the parties with a view to achieving an efficient and
economical resolution of the dispute, while at the same time promoting equality
of treatment and safeguarding each party’s opportunity to fairly present its claims
and defenses.
(b) Documents. The arbitrator may, on application of a party or on the arbitrator’s own
initiative:
i. require the parties to exchange documents in their possession or custody on
which they intend to rely;
ii. require the parties to update their exchanges of the documents on which they
intend to rely as such documents become known to them;
iii. require the parties, in response to reasonable document requests, to make
available to the other party documents, in the responding party’s possession
or custody, not otherwise readily available to the party seeking the
documents, reasonably believed by the party seeking the documents to exist
and to be relevant and material to the outcome of disputed issues; and

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 iv. require the parties, when documents to be exchanged or produced are
maintained in electronic form, to make such documents available in the form
most convenient and economical for the party in possession of such
documents, unless the arbitrator determines that there is good cause for
requiring the documents to be produced in a different form. The parties
should attempt to agree in advance upon, and the arbitrator may determine,
reasonable search parameters to balance the need for production of
electronically stored documents relevant and material to the outcome of
disputed issues against the cost of locating and producing them.

R-23. Enforcement Powers of the Arbitrator

The arbitrator shall have the authority to issue any orders necessary to enforce
the provisions of rules R-21 and R-22 and to otherwise achieve a fair, efficient and
economical resolution of the case, including, without limitation:

(a) conditioning any exchange or production of confidential documents and

information, and the admission of confidential evidence at the hearing, on
appropriate orders to preserve such confidentiality;
(b) imposing reasonable search parameters for electronic and other documents if the
parties are unable to agree;
(c) allocating costs of producing documentation, including electronically stored
documentation;
(d) in the case of willful non-compliance with any order issued by the arbitrator,
drawing adverse inferences, excluding evidence and other submissions, and/or
making special allocations of costs or an interim award of costs arising from such
non-compliance; and
(e) i ssuing any other enforcement orders which the arbitrator is empowered to issue
under applicable law.

R-24. Date, Time, and Place of Hearing

The arbitrator shall set the date, time, and place for each hearing. The parties
shall respond to requests for hearing dates in a timely manner, be cooperative in
scheduling the earliest practicable date, and adhere to the established hearing
schedule. The AAA shall send a notice of hearing to the parties at least 10 calendar
days in advance of the hearing date, unless otherwise agreed by the parties.

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R-25. Attendance at Hearings

The arbitrator and the AAA shall maintain the privacy of the hearings unless the
law provides to the contrary. Any person having a direct interest in the arbitration
is entitled to attend hearings. The arbitrator shall otherwise have the power to
require the exclusion of any witness, other than a party or other essential person,
during the testimony of any other witness. It shall be discretionary with the
arbitrator to determine the propriety of the attendance of any other person.

R-26. Representation

Any party may participate without representation (pro se), or by counsel or any
other representative of the party’s choosing, unless such choice is prohibited by
applicable law. A party intending to be so represented shall notify the other party
and the AAA of the name, telephone number and address, and email address if
available, of the representative at least seven calendar days prior to the date set
for the hearing at which that person is first to appear. When such a representative
initiates an arbitration or responds for a party, notice is deemed to have been
given.

R-27. Oaths

Before proceeding with the first hearing, each arbitrator may take an oath of
office and, if required by law, shall do so. The arbitrator may require witnesses to
testify under oath administered by any duly qualified person and, if it is required
by law or requested by any party, shall do so.

R-28. Stenographic Record

(a) Any party desiring a stenographic record shall make arrangements directly with
a stenographer and shall notify the other parties of these arrangements at least
three calendar days in advance of the hearing. The requesting party or parties
shall pay the cost of the record.
(b) No other means of recording the proceedings will be permitted absent the
agreement of the parties or per the direction of the arbitrator.
(c) If the transcript or any other recording is agreed by the parties or determined by
the arbitrator to be the official record of the proceeding, it must be provided to
the arbitrator and made available to the other parties for inspection, at a date,
time, and place determined by the arbitrator.
(d) The arbitrator may resolve any disputes with regard to apportionment of the costs
of the stenographic record or other recording.

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 R-29. Interpreters

Any party wishing an interpreter shall make all arrangements directly with the
interpreter and shall assume the costs of the service.

R-30. Postponements

The arbitrator may postpone any hearing upon agreement of the parties, upon
request of a party for good cause shown, or upon the arbitrator’s own initiative.

R-31. Arbitration in the Absence of a Party or Representative

Unless the law provides to the contrary, the arbitration may proceed in the
absence of any party or representative who, after due notice, fails to be present
or fails to obtain a postponement. An award shall not be made solely on the
default of a party. The arbitrator shall require the party who is present to submit
such evidence as the arbitrator may require for the making of an award.

R-32. Conduct of Proceedings

(a) The claimant shall present evidence to support its claim. The respondent shall
then present evidence to support its defense. Witnesses for each party shall also
submit to questions from the arbitrator and the adverse party. The arbitrator has
the discretion to vary this procedure, provided that the parties are treated with
equality and that each party has the right to be heard and is given a fair
opportunity to present its case.
(b) The arbitrator, exercising his or her discretion, shall conduct the proceedings with
a view to expediting the resolution of the dispute and may direct the order of
proof, bifurcate proceedings and direct the parties to focus their presentations on
issues the decision of which could dispose of all or part of the case.
(c) When deemed appropriate, the arbitrator may also allow for the presentation of
evidence by alternative means including video conferencing, internet
communication, telephonic conferences and means other than an in-person
presentation. Such alternative means must afford a full opportunity for all parties
to present any evidence that the arbitrator deems material and relevant to the
resolution of the dispute and, when involving witnesses, provide an opportunity
for cross-examination.
(d) The parties may agree to waive oral hearings in any case and may also agree to
utilize the Procedures for Resolution of Disputes Through Document Submission,
found in Rule E-6.

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R-33. Dispositive Motions

The arbitrator may allow the filing of and make rulings upon a dispositive motion
only if the arbitrator determines that the moving party has shown that the motion
is likely to succeed and dispose of or narrow the issues in the case.

R-34. Evidence

(a) The parties may offer such evidence as is relevant and material to the dispute and
shall produce such evidence as the arbitrator may deem necessary to an
understanding and determination of the dispute. Conformity to legal rules of
evidence shall not be necessary. All evidence shall be taken in the presence of all
of the arbitrators and all of the parties, except where any of the parties is absent,
in default, or has waived the right to be present.
(b) The arbitrator shall determine the admissibility, relevance, and materiality of the
evidence offered and may exclude evidence deemed by the arbitrator to be
cumulative or irrelevant.
(c) The arbitrator shall take into account applicable principles of legal privilege, such
as those involving the confidentiality of communications between a lawyer and
client.
(d) An arbitrator or other person authorized by law to subpoena witnesses or
documents may do so upon the request of any party or independently.

R-35. Evidence by Written Statements and Post-Hearing Filing of Documents or

Other Evidence

(a) A
t a date agreed upon by the parties or ordered by the arbitrator, the parties shall
give written notice for any witness or expert witness who has provided a written
witness statement to appear in person at the arbitration hearing for examination.
If such notice is given, and the witness fails to appear, the arbitrator may disregard
the written witness statement and/or expert report of the witness or make such
other order as the arbitrator may consider to be just and reasonable.
(b) If a witness whose testimony is represented by a party to be essential is unable or
unwilling to testify at the hearing, either in person or through electronic or other
means, either party may request that the arbitrator order the witness to appear
in person for examination before the arbitrator at a time and location where the
witness is willing and able to appear voluntarily or can legally be compelled to do
so. Any such order may be conditioned upon payment by the requesting party of
all reasonable costs associated with such examination.
(c) If the parties agree or the arbitrator directs that documents or other evidence be
submitted to the arbitrator after the hearing, the documents or other evidence
shall be filed with the AAA for transmission to the arbitrator. All parties shall be
afforded an opportunity to examine and respond to such documents or other
evidence.

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 R-36. Inspection or Investigation

An arbitrator finding it necessary to make an inspection or investigation in

connection with the arbitration shall direct the AAA to so advise the parties. The
arbitrator shall set the date and time and the AAA shall notify the parties. Any
party who so desires may be present at such an inspection or investigation. In the
event that one or all parties are not present at the inspection or investigation, the
arbitrator shall make an oral or written report to the parties and afford them an
opportunity to comment.

R-37. Interim Measures

(a) The arbitrator may take whatever interim measures he or she deems necessary,
including injunctive relief and measures for the protection or conservation of
property and disposition of perishable goods.
(b) Such interim measures may take the form of an interim award, and the arbitrator
may require security for the costs of such measures.
(c) A request for interim measures addressed by a party to a judicial authority shall
not be deemed incompatible with the agreement to arbitrate or a waiver of the
right to arbitrate.

R-38. Emergency Measures of Protection

(a) Unless the parties agree otherwise, the provisions of this rule shall apply to
arbitrations conducted under arbitration clauses or agreements entered on or
after October 1, 2013.
(b) A party in need of emergency relief prior to the constitution of the panel shall
notify the AAA and all other parties in writing of the nature of the relief sought
and the reasons why such relief is required on an emergency basis. The application
shall also set forth the reasons why the party is entitled to such relief. Such notice
may be given by facsimile or e-mail or other reliable means, but must include a
statement certifying that all other parties have been notified or an explanation of
the steps taken in good faith to notify other parties.
(c) Within one business day of receipt of notice as provided in section (b), the AAA
shall appoint a single emergency arbitrator designated to rule on emergency
applications. The emergency arbitrator shall immediately disclose any
circumstance likely, on the basis of the facts disclosed on the application, to affect
such arbitrator’s impartiality or independence. Any challenge to the appointment
of the emergency arbitrator must be made within one business day of the
communication by the AAA to the parties of the appointment of the emergency
arbitrator and the circumstances disclosed.

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(d) The emergency arbitrator shall as soon as possible, but in any event within two
business days of appointment, establish a schedule for consideration of the
application for emergency relief. Such a schedule shall provide a reasonable
opportunity to all parties to be heard, but may provide for proceeding by
telephone or video conference or on written submissions as alternatives to a
formal hearing. The emergency arbitrator shall have the authority vested in the
tribunal under Rule 7, including the authority to rule on her/his own jurisdiction,
and shall resolve any disputes over the applicability of this Rule 38.
(e) If after consideration the emergency arbitrator is satisfied that the party seeking
the emergency relief has shown that immediate and irreparable loss or damage
shall result in the absence of emergency relief, and that such party is entitled to
such relief, the emergency arbitrator may enter an interim order or award granting
the relief and stating the reason therefore.
(f) Any application to modify an interim award of emergency relief must be based on
changed circumstances and may be made to the emergency arbitrator until the
panel is constituted; thereafter such a request shall be addressed to the panel.
The emergency arbitrator shall have no further power to act after the panel is
constituted unless the parties agree that the emergency arbitrator is named as a
member of the panel.
(g) Any interim award of emergency relief may be conditioned on provision by the
party seeking such relief for appropriate security.
(h) A request for interim measures addressed by a party to a judicial authority shall
not be deemed incompatible with this rule, the agreement to arbitrate or a waiver
of the right to arbitrate. If the AAA is directed by a judicial authority to nominate a
special master to consider and report on an application for emergency relief, the
AAA shall proceed as provided in this rule and the references to the emergency
arbitrator shall be read to mean the special master, except that the special master
shall issue a report rather than an interim award.
(i) The costs associated with applications for emergency relief shall initially be
apportioned by the emergency arbitrator or special master, subject to the power
of the tribunal to determine finally the apportionment of such costs.

R-39. Closing of Hearing

(a) The arbitrator shall specifically inquire of all parties whether they have any further
proofs to offer or witnesses to be heard. Upon receiving negative replies or if
satisfied that the record is complete, the arbitrator shall declare the hearing closed.
(b) If documents or responses are to be filed as provided in Rule R-35, or if briefs are
to be filed, the hearing shall be declared closed as of the final date set by the
arbitrator for the receipt of briefs. If no documents, responses, or briefs are to
be filed, the arbitrator shall declare the hearings closed as of the date of the last
hearing (including telephonic hearings). If the case was heard without any oral
hearings, the arbitrator shall close the hearings upon the due date established for
receipt of the final submission.

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 (c) The time limit within which the arbitrator is required to make the award shall
commence, in the absence of other agreements by the parties, upon the closing
of the hearing. The AAA may extend the time limit for rendering of the award only
in unusual and extreme circumstances.

R-40. Reopening of Hearing

The hearing may be reopened on the arbitrator’s initiative, or by the direction of

the arbitrator upon application of a party, at any time before the award is made. If
reopening the hearing would prevent the making of the award within the specific
time agreed to by the parties in the arbitration agreement, the matter may not
be reopened unless the parties agree to an extension of time. When no specific
date is fixed by agreement of the parties , the arbitrator shall have 30 calendar
days from the closing of the reopened hearing within which to make an award
(14 calendar days if the case is governed by the Expedited Procedures).

R-41. Waiver of Rules

Any party who proceeds with the arbitration after knowledge that any provision
or requirement of these rules has not been complied with and who fails to state
an objection in writing shall be deemed to have waived the right to object.

R-42. Extensions of Time

The parties may modify any period of time by mutual agreement. The AAA or the
arbitrator may for good cause extend any period of time established by these
rules, except the time for making the award. The AAA shall notify the parties of
any extension.

R-43. Serving of Notice and Communications

(a) Any papers, notices, or process necessary or proper for the initiation or
continuation of an arbitration under these rules, for any court action in connection
therewith, or for the entry of judgment on any award made under these rules may
be served on a party by mail addressed to the party or its representative at the last
known address or by personal service, in or outside the state where the arbitration
is to be held, provided that reasonable opportunity to be heard with regard to the
dispute is or has been granted to the party.
(b) The AAA, the arbitrator and the parties may also use overnight delivery or
electronic facsimile transmission (fax), or electronic (e-mail) to give the notices
required by these rules. Where all parties and the arbitrator agree, notices may be
transmitted by e-mail or other methods of communication.

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(c) Unless otherwise instructed by the AAA or by the arbitrator, any documents
submitted by any party to the AAA or to the arbitrator shall simultaneously be
provided to the other party or parties to the arbitration.
(d) Unless otherwise instructed by the AAA or by the arbitrator, all written
communications made by any party to the AAA or to the arbitrator shall
simultaneously be provided to the other party or parties to the arbitration.
(e) Failure to provide the other party with copies of communications made to the
AAA or to the arbitrator may prevent the AAA or the arbitrator from acting on any
requests or objections contained therein.
(f) The AAA may direct that any oral or written communications that are sent by a
party or their representative shall be sent in a particular manner. The failure of a
party or their representative to do so may result in the AAA’s refusal to consider
the issue raised in the communication.

R-44. Majority Decision

(a) When the panel consists of more than one arbitrator, unless required by law or by
the arbitration agreement or section (b) of this rule, a majority of the arbitrators
must make all decisions.
(b) Where there is a panel of three arbitrators, absent an objection of a party or
another member of the panel, the chairperson of the panel is authorized to
resolve any disputes related to the exchange of information or procedural matters
without the need to consult the full panel.

R-45. Time of Award

The award shall be made promptly by the arbitrator and, unless otherwise agreed
by the parties or specified by law, no later than 30 calendar days from the date of
closing the hearing, or, if oral hearings have been waived, from the due date set
for receipt of the parties’ final statements and proofs.

R-46. Form of Award

(a) Any award shall be in writing and signed by a majority of the arbitrators. It shall be
executed in the form and manner required by law.
(b) The arbitrator need not render a reasoned award unless the parties request such
an award in writing prior to appointment of the arbitrator or unless the arbitrator
determines that a reasoned award is appropriate.

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 R-47. Scope of Award

(a) The arbitrator may grant any remedy or relief that the arbitrator deems just and
equitable and within the scope of the agreement of the parties, including, but not
limited to, specific performance of a contract.
(b) In addition to a final award, the arbitrator may make other decisions, including
interim, interlocutory, or partial rulings, orders, and awards. In any interim,
interlocutory, or partial award, the arbitrator may assess and apportion the fees,
expenses, and compensation related to such award as the arbitrator determines is
appropriate.
(c) In the final award, the arbitrator shall assess the fees, expenses, and compensation
provided in Sections R-53, R-54, and R-55. The arbitrator may apportion such fees,
expenses, and compensation among the parties in such amounts as the arbitrator
determines is appropriate.
(d) The award of the arbitrator(s) may include:
i. interest at such rate and from such date as the arbitrator(s) may deem
appropriate; and
ii. an award of attorneys’ fees if all parties have requested such an award or it is
authorized by law or their arbitration agreement.

R-48. Award Upon Settlement—Consent Award

(a) If the parties settle their dispute during the course of the arbitration and if the
parties so request, the arbitrator may set forth the terms of the settlement in a
“consent award.” A consent award must include an allocation of arbitration costs,
including administrative fees and expenses as well as arbitrator fees and expenses.
(b) The consent award shall not be released to the parties until all administrative fees
and all arbitrator compensation have been paid in full.

R-49. Delivery of Award to Parties

Parties shall accept as notice and delivery of the award the placing of the award or
a true copy thereof in the mail addressed to the parties or their representatives
at their last known addresses, personal or electronic service of the award, or the
filing of the award in any other manner that is permitted by law.

R-50. Modification of Award

Within 20 calendar days after the transmittal of an award, any party, upon notice
to the other parties, may request the arbitrator, through the AAA, to correct any
clerical, typographical, or computational errors in the award. The arbitrator is not
empowered to redetermine the merits of any claim already decided. The other

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parties shall be given 10 calendar days to respond to the request. The arbitrator
shall dispose of the request within 20 calendar days after transmittal by the AAA
to the arbitrator of the request and any response thereto.

R-51. Release of Documents for Judicial Proceedings

The AAA shall, upon the written request of a party to the arbitration, furnish to
the party, at its expense, copies or certified copies of any papers in the AAA’s
possession that are not determined by the AAA to be privileged or confidential.

R-52. Applications to Court and Exclusion of Liability

(a) N
o judicial proceeding by a party relating to the subject matter of the arbitration
shall be deemed a waiver of the party’s right to arbitrate.
(b) Neither the AAA nor any arbitrator in a proceeding under these rules is a
necessary or proper party in judicial proceedings relating to the arbitration.
(c) Parties to an arbitration under these rules shall be deemed to have consented that
judgment upon the arbitration award may be entered in any federal or state court
having jurisdiction thereof.
(d) Parties to an arbitration under these rules shall be deemed to have consented
that neither the AAA nor any arbitrator shall be liable to any party in any action for
damages or injunctive relief for any act or omission in connection with any
arbitration under these rules.
(e) Parties to an arbitration under these rules may not call the arbitrator, the AAA, or
AAA employees as a witness in litigation or any other proceeding relating to the
arbitration. The arbitrator, the AAA and AAA employees are not competent to
testify as witnesses in any such proceeding.

R-53. Administrative Fees

As a not-for-profit organization, the AAA shall prescribe administrative fees to

compensate it for the cost of providing administrative services. The fees in effect
when the fee or charge is incurred shall be applicable. The filing fee shall be
advanced by the party or parties making a claim or counterclaim, subject to final
apportionment by the arbitrator in the award. The AAA may, in the event of
extreme hardship on the part of any party, defer or reduce the administrative fees.

R-54. Expenses

The expenses of witnesses for either side shall be paid by the party producing
such witnesses. All other expenses of the arbitration, including required travel
and other expenses of the arbitrator, AAA representatives, and any witness and

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 the cost of any proof produced at the direct request of the arbitrator, shall be
borne equally by the parties, unless they agree otherwise or unless the arbitrator
in the award assesses such expenses or any part thereof against any specified
party or parties.

R-55. Neutral Arbitrator’s Compensation

(a) Arbitrators shall be compensated at a rate consistent with the arbitrator’s stated
rate of compensation.
(b) If there is disagreement concerning the terms of compensation, an appropriate
rate shall be established with the arbitrator by the AAA and confirmed to the
parties.
(c) Any arrangement for the compensation of a neutral arbitrator shall be made
through the AAA and not directly between the parties and the arbitrator.

R-56. Deposits

(a) The AAA may require the parties to deposit in advance of any hearings such sums
of money as it deems necessary to cover the expense of the arbitration, including
the arbitrator’s fee, if any, and shall render an accounting to the parties and return
any unexpended balance at the conclusion of the case.
(b) Other than in cases where the arbitrator serves for a flat fee, deposit amounts
requested will be based on estimates provided by the arbitrator. The arbitrator will
determine the estimated amount of deposits using the information provided by
the parties with respect to the complexity of each case.
(c) Upon the request of any party, the AAA shall request from the arbitrator an
itemization or explanation for the arbitrator’s request for deposits.

R-57. Remedies for Nonpayment

If arbitrator compensation or administrative charges have not been paid in full,

the AAA may so inform the parties in order that one of them may advance the
required payment.

(a) Upon receipt of information from the AAA that payment for administrative
charges or deposits for arbitrator compensation have not been paid in full, to
the extent the law allows, a party may request that the arbitrator take specific
measures relating to a party’s non-payment.
(b) Such measures may include, but are not limited to, limiting a party’s ability to
assert or pursue their claim. In no event, however, shall a party be precluded from
defending a claim or counterclaim.

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(c) The arbitrator must provide the party opposing a request for such measures with
the opportunity to respond prior to making any ruling regarding the same.
(d) In the event that the arbitrator grants any request for relief which limits any party’s
participation in the arbitration, the arbitrator shall require the party who is making
a claim and who has made appropriate payments to submit such evidence as the
arbitrator may require for the making of an award.
(e) Upon receipt of information from the AAA that full payments have not been
received, the arbitrator, on the arbitrator’s own initiative or at the request of the
AAA or a party, may order the suspension of the arbitration. If no arbitrator has yet
been appointed, the AAA may suspend the proceedings.
(f) If the arbitration has been suspended by either the AAA or the arbitrator and the
parties have failed to make the full deposits requested within the time provided
after the suspension, the arbitrator, or the AAA if an arbitrator has not been
appointed, may terminate the proceedings.

R-58. Sanctions

(a) The arbitrator may, upon a party’s request, order appropriate sanctions where a
party fails to comply with its obligations under these rules or with an order of the
arbitrator. In the event that the arbitrator enters a sanction that limits any party’s
participation in the arbitration or results in an adverse determination of an issue
or issues, the arbitrator shall explain that order in writing and shall require the
submission of evidence and legal argument prior to making of an award. The
arbitrator may not enter a default award as a sanction.
(b) The arbitrator must provide a party that is subject to a sanction request with the
opportunity to respond prior to making any determination regarding the sanctions
application.

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 Preliminary Hearing Procedures

P-1. General

(a) In all but the simplest cases, holding a preliminary hearing as early in the process
as possible will help the parties and the arbitrator organize the proceeding in a
manner that will maximize efficiency and economy, and will provide each party a
fair opportunity to present its case.
(b) Care must be taken to avoid importing procedures from court systems, as such
procedures may not be appropriate to the conduct of arbitrations as an alternative
form of dispute resolution that is designed to be simpler, less expensive and more
expeditious.

P-2. Checklist

(a) The following checklist suggests subjects that the parties and the arbitrator should
address at the preliminary hearing, in addition to any others that the parties or
the arbitrator believe to be appropriate to the particular case. The items to be
addressed in a particular case will depend on the size, subject matter, and
complexity of the dispute, and are subject to the discretion of the arbitrator:
(i) the possibility of other non-adjudicative methods of dispute resolution,
including mediation pursuant to R-9;
(ii) whether all necessary or appropriate parties are included in the arbitration;
(iii) whether a party will seek a more detailed statement of claims, counterclaims
or defenses;
(iv) whether there are any anticipated amendments to the parties’ claims,
counterclaims, or defenses;
(v) which
(a) arbitration rules;
(b) procedural law; and
(c) substantive law govern the arbitration;
(vi) whether there are any threshold or dispositive issues that can efficiently be
decided without considering the entire case, including without limitation,
(a) any preconditions that must be satisfied before proceeding with the
arbitration;
(b) whether any claim or counterclaim falls outside the arbitrator’s jurisdiction
or is otherwise not arbitrable;
(c) consolidation of the claims or counterclaims with another arbitration; or
(d) bifurcation of the proceeding.

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 (vii) whether the parties will exchange documents, including electronically stored
documents, on which they intend to rely in the arbitration, and/or make
written requests for production of documents within defined parameters;
(viii) whether to establish any additional procedures to obtain information that is
relevant and material to the outcome of disputed issues;
(ix) how costs of any searches for requested information or documents that
would result in substantial costs should be borne;
(x) whether any measures are required to protect confidential information;
(xi) whether the parties intend to present evidence from expert witnesses, and
if so, whether to establish a schedule for the parties to identify their experts
and exchange expert reports;
(xii) whether, according to a schedule set by the arbitrator, the parties will
(a) identify all witnesses, the subject matter of their anticipated testimonies,
exchange written witness statements, and determine whether written
witness statements will replace direct testimony at the hearing;
(b) exchange and pre-mark documents that each party intends to submit;
and
(c) exchange pre-hearing submissions, including exhibits;
(xiii) the date, time and place of the arbitration hearing;
(xiv) whether, at the arbitration hearing,
(a) testimony may be presented in person, in writing, by videoconference, via
the internet, telephonically, or by other reasonable means;
(b) there will be a stenographic transcript or other record of the proceeding
and, if so, who will make arrangements to provide it;
(xv) whether any procedure needs to be established for the issuance of subpoenas;
(xvi) the identification of any ongoing, related litigation or arbitration;
(xvii) whether post-hearing submissions will be filed;
(xviii) the form of the arbitration award; and
(xix) any other matter the arbitrator considers appropriate or a party wishes
to raise.
(b) The arbitrator shall issue a written order memorializing decisions made and
agreements reached during or following the preliminary hearing.

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 Expedited Procedures

E-1. Limitation on Extensions

Except in extraordinary circumstances, the AAA or the arbitrator may grant a

party no more than one seven-day extension of time to respond to the Demand
for Arbitration or counterclaim as provided in Section R-5.

E-2. Changes of Claim or Counterclaim

A claim or counterclaim may be increased in amount, or a new or different claim

or counterclaim added, upon the agreement of the other party, or the consent
of the arbitrator. After the arbitrator is appointed, however, no new or different
claim or counterclaim may be submitted except with the arbitrator’s consent. If an
increased claim or counterclaim exceeds $75,000, the case will be administered
under the regular procedures unless all parties and the arbitrator agree that the
case may continue to be processed under the Expedited Procedures.

E-3. Serving of Notices

In addition to notice provided by Section R-43, the parties shall also accept
notice by telephone. Telephonic notices by the AAA shall subsequently be
confirmed in writing to the parties. Should there be a failure to confirm in writing
any such oral notice, the proceeding shall nevertheless be valid if notice has, in
fact, been given by telephone.

E-4. Appointment and Qualifications of Arbitrator

(a) The AAA shall simultaneously submit to each party an identical list of five
proposed arbitrators drawn from its National Roster from which one arbitrator
shall be appointed.
(b) The parties are encouraged to agree to an arbitrator from this list and to advise
the AAA of their agreement. If the parties are unable to agree upon an arbitrator,
each party may strike two names from the list and return it to the AAA within
seven days from the date of the AAA’s mailing to the parties. If for any reason the
appointment of an arbitrator cannot be made from the list, the AAA may make
the appointment from other members of the panel without the submission of
additional lists.
(c) The parties will be given notice by the AAA of the appointment of the arbitrator,
who shall be subject to disqualification for the reasons specified in Section R-18.
The parties shall notify the AAA within seven calendar days of any objection to the
arbitrator appointed. Any such objection shall be for cause and shall be confirmed
in writing to the AAA with a copy to the other party or parties.

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E-5. Exchange of Exhibits

At least two business days prior to the hearing, the parties shall exchange copies
of all exhibits they intend to submit at the hearing. The arbitrator shall resolve
disputes concerning the exchange of exhibits.

E-6. Proceedings on Documents and Procedures for the Resolution of Disputes

Through Document Submission

Where no party’s claim exceeds $25,000, exclusive of interest, attorneys’ fees and
arbitration costs, and other cases in which the parties agree, the dispute shall be
resolved by submission of documents, unless any party requests an oral hearing,
or the arbitrator determines that an oral hearing is necessary. Where cases are
resolved by submission of documents, the following procedures may be utilized
at the agreement of the parties or the discretion of the arbitrator:

(a) Within 14 calendar days of confirmation of the arbitrator’s appointment, the

arbitrator may convene a preliminary management hearing, via conference call,
video conference, or internet, to establish a fair and equitable procedure for the
submission of documents, and, if the arbitrator deems appropriate, a schedule for
one or more telephonic or electronic conferences.
(b) The arbitrator has the discretion to remove the case from the documents-only
process if the arbitrator determines that an in-person hearing is necessary.
(c) If the parties agree to in-person hearings after a previous agreement to proceed
under this rule, the arbitrator shall conduct such hearings. If a party seeks to have
in-person hearings after agreeing to this rule, but there is not agreement among
the parties to proceed with in-person hearings, the arbitrator shall resolve the
issue after the parties have been given the opportunity to provide their respective
positions on the issue.
(d) The arbitrator shall establish the date for either written submissions or a final
telephonic or electronic conference. Such date shall operate to close the hearing
and the time for the rendering of the award shall commence.
(e) Unless the parties have agreed to a form of award other than that set forth in
rule R-46, when the parties have agreed to resolve their dispute by this rule, the
arbitrator shall render the award within 14 calendar days from the date the hearing
is closed.
(f) If the parties agree to a form of award other than that described in rule R-46, the
arbitrator shall have 30 calendar days from the date the hearing is declared closed
in which to render the award.
(g) The award is subject to all other provisions of the Regular Track of these rules
which pertain to awards.

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 E-7. Date, Time, and Place of Hearing

In cases in which a hearing is to be held, the arbitrator shall set the date, time,
and place of the hearing, to be scheduled to take place within 30 calendar days
of confirmation of the arbitrator’s appointment. The AAA will notify the parties in
advance of the hearing date.

E-8. The Hearing

(a) Generally, the hearing shall not exceed one day. Each party shall have equal
opportunity to submit its proofs and complete its case. The arbitrator shall
determine the order of the hearing, and may require further submission of
documents within two business days after the hearing. For good cause shown, the
arbitrator may schedule additional hearings within seven business days after the
initial day of hearings.
(b) Generally, there will be no stenographic record. Any party desiring a stenographic
record may arrange for one pursuant to the provisions of Section R-28.

E-9. Time of Award

Unless otherwise agreed by the parties, the award shall be rendered not
later than 14 calendar days from the date of the closing of the hearing or, if oral
hearings have been waived, from the due date established for the receipt of the
parties’ final statements and proofs.

E-10. Arbitrator’s Compensation

Arbitrators will receive compensation at a rate to be suggested by the AAA

regional office.

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Procedures for Large, Complex Commercial Disputes

L-1. Administrative Conference

Prior to the dissemination of a list of potential arbitrators, the AAA shall, unless
the parties agree otherwise, conduct an administrative conference with the
parties and/or their attorneys or other representatives by conference call. The
conference will take place within 14 calendar days after the commencement of
the arbitration. In the event the parties are unable to agree on a mutually
acceptable time for the conference, the AAA may contact the parties individually
to discuss the issues contemplated herein. Such administrative conference shall
be conducted for the following purposes and for such additional purposes as the
parties or the AAA may deem appropriate:

(a) to obtain additional information about the nature and magnitude of the dispute
and the anticipated length of hearing and scheduling;
(b) to discuss the views of the parties about the technical and other qualifications of
the arbitrators;
(c) to obtain conflicts statements from the parties; and
(d) to consider, with the parties, whether mediation or other non-adjudicative
methods of dispute resolution might be appropriate.

L-2. Arbitrators

(a) Large, complex commercial cases shall be heard and determined by either one
or three arbitrators, as may be agreed upon by the parties. With the exception
in paragraph (b) below, if the parties are unable to agree upon the number of
arbitrators and a claim or counterclaim involves at least $1,000,000, then three
arbitrator(s) shall hear and determine the case. If the parties are unable to
agree on the number of arbitrators and each claim and counterclaim is less than
$1,000,000, then one arbitrator shall hear and determine the case.
(b) In cases involving the financial hardship of a party or other circumstance, the AAA
at its discretion may require that only one arbitrator hear and determine the case,
irrespective of the size of the claim involved in the dispute.
(c) The AAA shall appoint arbitrator(s) as agreed by the parties. If they are unable to
agree on a method of appointment, the AAA shall appoint arbitrators from the
Large, Complex Commercial Case Panel, in the manner provided in the regular
Commercial Arbitration Rules. Absent agreement of the parties, the arbitrator(s)
shall not have served as the mediator in the mediation phase of the instant
proceeding.

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 L-3. Management of Proceedings

(a) T
he arbitrator shall take such steps as deemed necessary or desirable to avoid
delay and to achieve a fair, speedy and cost-effective resolution of a Large,
Complex Commercial Dispute.
(b) As promptly as practicable after the selection of the arbitrator(s), a preliminary
hearing shall be scheduled in accordance with sections P-1 and P-2 of these rules.
(c) The parties shall exchange copies of all exhibits they intend to submit at the
hearing at least 10 calendar days prior to the hearing unless the arbitrator(s)
determines otherwise.
(d) The parties and the arbitrator(s) shall address issues pertaining to the pre-hearing
exchange and production of information in accordance with rule R-22 of the AAA
Commercial Rules, and the arbitrator’s determinations on such issues shall be
included within the Scheduling and Procedure Order.
(e) T
he arbitrator, or any single member of the arbitration tribunal, shall be authorized
to resolve any disputes concerning the pre-hearing exchange and production of
documents and information by any reasonable means within his discretion,
including, without limitation, the issuance of orders set forth in rules R-22 and R-23
of the AAA Commercial Rules.
(f) In exceptional cases, at the discretion of the arbitrator, upon good cause shown
and consistent with the expedited nature of arbitration, the arbitrator may order
depositions to obtain the testimony of a person who may possess information
determined by the arbitrator to be relevant and material to the outcome of the
case. The arbitrator may allocate the cost of taking such a deposition.
(g) Generally, hearings will be scheduled on consecutive days or in blocks of
consecutive days in order to maximize efficiency and minimize costs.

Administrative Fee Schedules (Standard and Flexible Fees)

FOR THE CURRENT ADMINISTRATIVE FEE SCHEDULE, PLEASE VISIT

www.adr.org/feeschedule.

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Commercial Mediation Procedures

M-1. Agreement of Parties

Whenever, by stipulation or in their contract, the parties have provided for

mediation or conciliation of existing or future disputes under the auspices of the
American Arbitration Association or under these procedures, the parties and
their representatives, unless agreed otherwise in writing, shall be deemed to
have made these procedural guidelines, as amended and in effect as of the date
of filing of a request for mediation, a part of their agreement and designate the
AAA as the administrator of their mediation.

The parties by mutual agreement may vary any part of these procedures
including, but not limited to, agreeing to conduct the mediation via telephone or
other electronic or technical means.

M-2. Initiation of Mediation

Any party or parties to a dispute may initiate mediation under the AAA’s auspices
by making a request for mediation to any of the AAA’s regional offices or case
management centers via telephone, email, regular mail or fax. Requests for
mediation may also be filed online via WebFile at www.adr.org.

The party initiating the mediation shall simultaneously notify the other party or
parties of the request. The initiating party shall provide the following information
to the AAA and the other party or parties as applicable:

(i) A copy of the mediation provision of the parties’ contract or the parties’
stipulation to mediate.
(ii) The names, regular mail addresses, email addresses, and telephone numbers
of all parties to the dispute and representatives, if any, in the mediation.
(iii) A brief statement of the nature of the dispute and the relief requested.
(iv) Any specific qualifications the mediator should possess.

M-3. Representation

Subject to any applicable law, any party may be represented by persons of the
party’s choice. The names and addresses of such persons shall be communicated
in writing to all parties and to the AAA.

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 M-4. Appointment of the Mediator

If the parties have not agreed to the appointment of a mediator and have not
provided any other method of appointment, the mediator shall be appointed in
the following manner:

(i) Upon receipt of a request for mediation, the AAA will send to each party a list
of mediators from the AAA’s Panel of Mediators. The parties are encouraged
to agree to a mediator from the submitted list and to advise the AAA of their
agreement.
(ii) If the parties are unable to agree upon a mediator, each party shall strike
unacceptable names from the list, number the remaining names in order of
preference, and return the list to the AAA. If a party does not return the list
within the time specified, all mediators on the list shall be deemed
acceptable. From among the mediators who have been mutually approved
by the parties, and in accordance with the designated order of mutual
preference, the AAA shall invite a mediator to serve.
(iii) If the parties fail to agree on any of the mediators listed, or if acceptable
mediators are unable to serve, or if for any other reason the appointment
cannot be made from the submitted list, the AAA shall have the authority to
make the appointment from among other members of the Panel of Mediators
without the submission of additional lists.

M-5. Mediator’s Impartiality and Duty to Disclose

AAA mediators are required to abide by the Model Standards of Conduct for
Mediators in effect at the time a mediator is appointed to a case. Where there
is a conflict between the Model Standards and any provision of these Mediation
Procedures, these Mediation Procedures shall govern. The Standards require
mediators to (i) decline a mediation if the mediator cannot conduct it in an
impartial manner, and (ii) disclose, as soon as practicable, all actual and potential
conflicts of interest that are reasonably known to the mediator and could
reasonably be seen as raising a question about the mediator’s impartiality.

Prior to accepting an appointment, AAA mediators are required to make a

reasonable inquiry to determine whether there are any facts that a reasonable
individual would consider likely to create a potential or actual conflict of interest
for the mediator. AAA mediators are required to disclose any circumstance likely
to create a presumption of bias or prevent a resolution of the parties’ dispute
within the time-frame desired by the parties. Upon receipt of such disclosures,
the AAA shall immediately communicate the disclosures to the parties for their
comments.

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The parties may, upon receiving disclosure of actual or potential conflicts of
interest of the mediator, waive such conflicts and proceed with the mediation.
In the event that a party disagrees as to whether the mediator shall serve, or in
the event that the mediator’s conflict of interest might reasonably be viewed as
undermining the integrity of the mediation, the mediator shall be replaced.

M-6. Vacancies

If any mediator shall become unwilling or unable to serve, the AAA will appoint
another mediator, unless the parties agree otherwise, in accordance with section
M-4.

M-7. Duties and Responsibilities of the Mediator

(i) The mediator shall conduct the mediation based on the principle of party
self-determination. Self-determination is the act of coming to a voluntary,
uncoerced decision in which each party makes free and informed choices as
to process and outcome.
(ii) The mediator is authorized to conduct separate or ex parte meetings and
other communications with the parties and/or their representatives, before,
during, and after any scheduled mediation conference. Such communications
may be conducted via telephone, in writing, via email, online, in person or
otherwise.
(iii) The parties are encouraged to exchange all documents pertinent to the relief
requested. The mediator may request the exchange of memoranda on issues,
including the underlying interests and the history of the parties’ negotiations.
Information that a party wishes to keep confidential may be sent to the
mediator, as necessary, in a separate communication with the mediator.
(iv) The mediator does not have the authority to impose a settlement on the
parties but will attempt to help them reach a satisfactory resolution of their
dispute. Subject to the discretion of the mediator, the mediator may make
oral or written recommendations for settlement to a party privately or, if the
parties agree, to all parties jointly.
(v) In the event a complete settlement of all or some issues in dispute is not
achieved within the scheduled mediation session(s), the mediator may
continue to communicate with the parties, for a period of time, in an ongoing
effort to facilitate a complete settlement.
(vi) The mediator is not a legal representative of any party and has no fiduciary
duty to any party.

Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.
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COMMERCIAL RULES 41
 M-8. Responsibilities of the Parties

The parties shall ensure that appropriate representatives of each party, having
authority to consummate a settlement, attend the mediation conference.

Prior to and during the scheduled mediation conference session(s) the parties
and their representatives shall, as appropriate to each party’s circumstances,
exercise their best efforts to prepare for and engage in a meaningful and
productive mediation.

M-9. Privacy

Mediation sessions and related mediation communications are private

proceedings. The parties and their representatives may attend mediation
sessions. Other persons may attend only with the permission of the parties and
with the consent of the mediator.

M-10. Confidentiality

Subject to applicable law or the parties’ agreement, confidential information

disclosed to a mediator by the parties or by other participants (witnesses) in the
course of the mediation shall not be divulged by the mediator. The mediator
shall maintain the confidentiality of all information obtained in the mediation,
and all records, reports, or other documents received by a mediator while serving
in that capacity shall be confidential.

The mediator shall not be compelled to divulge such records or to testify in

regard to the mediation in any adversary proceeding or judicial forum.

The parties shall maintain the confidentiality of the mediation and shall not rely
on, or introduce as evidence in any arbitral, judicial, or other proceeding the
following, unless agreed to by the parties or required by applicable law:

(i) Views expressed or suggestions made by a party or other participant with

respect to a possible settlement of the dispute;
(ii) Admissions made by a party or other participant in the course of the
mediation proceedings;
(iii) Proposals made or views expressed by the mediator; or
(iv) The fact that a party had or had not indicated willingness to accept a proposal
for settlement made by the mediator.

42 RULES AND MEDIATION PROCEDURES

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American Arbitration Association
M-11. No Stenographic Record

There shall be no stenographic record of the mediation process.

M-12. Termination of Mediation

The mediation shall be terminated:

(i) By the execution of a settlement agreement by the parties; or

(ii) By a written or verbal declaration of the mediator to the effect that further
efforts at mediation would not contribute to a resolution of the parties’
dispute; or
(iii) By a written or verbal declaration of all parties to the effect that the mediation
proceedings are terminated; or
(iv) When there has been no communication between the mediator and any party
or party’s representative for 21 days following the conclusion of the mediation
conference.

M-13. Exclusion of Liability

Neither the AAA nor any mediator is a necessary party in judicial proceedings
relating to the mediation. Neither the AAA nor any mediator shall be liable to
any party for any error, act or omission in connection with any mediation
conducted under these procedures.

M-14. Interpretation and Application of Procedures

The mediator shall interpret and apply these procedures insofar as they relate
to the mediator’s duties and responsibilities. All other procedures shall be
interpreted and applied by the AAA.

M-15. Deposits

Unless otherwise directed by the mediator, the AAA will require the parties to
deposit in advance of the mediation conference such sums of money as it, in
consultation with the mediator, deems necessary to cover the costs and expenses
of the mediation and shall render an accounting to the parties and return any
unexpended balance at the conclusion of the mediation.

Rules Amended and Effective October 1, 2013. Fee Schedule Amended and Effective July 1, 2016.
2094
COMMERCIAL RULES 43
 M-16. Expenses

All expenses of the mediation, including required traveling and other expenses
or charges of the mediator, shall be borne equally by the parties unless they
agree otherwise. The expenses of participants for either side shall be paid by the
party requesting the attendance of such participants.

M-17. Cost of the Mediation

FOR THE CURRENT ADMINISTRATIVE FEE SCHEDULE, PLEASE VISIT

www.adr.org/feeschedule.

44 RULES AND MEDIATION PROCEDURES

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American Arbitration Association
© 2016 American Arbitration Association, Inc. All rights reserved. These rules are the copyrighted property of the
American Arbitration Association (MA) and are intended to be used in conjunction with the AM's administrative services.
Any unauthorized use or modification of these rules may violate copyright laws and other applicable laws.
Please contact 800.778.7879 or websitemail@adr.org for additional information.

2096
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Regional Vice Presidents
States: Delaware, District of Columbia, States: Indiana, Kentucky, North Carolina, Ohio,
Maryland, New Jersey, Pennsylvania, Virginia South Carolina, Tennessee, West Virginia
P. Jean Baker, Esq. Michelle M. Skipper
Vice President Vice President
Phone: 202.223.7093 Phone: 704.643.8605
Email: BakerJ@adr.org Email: SkipperM@adr.org

States: Oklahoma, Texas States: Florida

Andrew Barton Rebecca Storrow, Ph.D.
Vice President Vice President
Phone: 210.998.5750 Phone: 954.372.4341
Email: BartonA@adr.org Email: StorrowR@adr.org

States: Alabama, Georgia States: Arizona, Colorado, Kansas, Idaho,

John M. Bishop Montana, Nebraska, Nevada, New Mexico,
Vice President Utah, Wyoming
Phone: 404.320.5150 Lance K. Tanaka
Email: BishopJ@adr.org Vice President
Phone: 303.831.0824
States: City of Houston, Louisiana, Mississippi Email: TanakaL@adr.org
lngeuneal C. Gray, Esq.
Vice President States: Arkansas, Illinois, Iowa, Michigan,
Phone: 832.308.7893 Minnesota, Missouri, North Dakota,
Email: Grayl@adr.org South Dakota, Wisconsin
A. Kelly Turner, Esq.
States: Connecticut, Maine, Massachusetts, Vice President
New Hampshire, Rhode Island, Vermont Phone: 312.361.1116
Karen Jalkut Email: TurnerK@adr.org
Vice President
Phone: 617.695.6062 States: New York
Email: JalkutK@adr.org Jeffrey T. Zaino, Esq.
Vice President
States: Alaska, California, Hawaii, Oregon, Phone: 212.484.3224
Washington Email: ZainoJ@adr.org
Serena K. Lee, Esq.
Vice President
Phone: 415.671.4053
Email: LeeS@adr.org

Case Management Vice Presidents and Assistant Vice Presidents

Jeffrey Garcia Yvonne Baglini
Vice President Assistant Vice President
Phone: 559.490.1860 Phone: 866.293.4053
Email: GarciaJ@adr.org Email: BagliniY@adr.org
Administers cases in: AK, AZ., AR, CA, CO, HI, Administers cases in: CT, DE, MA, ME, Ml, NH,
ID, IL, lA, KS, LA, MN, MS, MO, MT, NE, NV, NJ, NY, PA, Rl, VT, WV
NM, ND, OK, OR, SD, TX, UT, WA, WI, WY

John M. Bishop
Vice President
Phone: 404.320.5150
Email: BishopJ@adr.org
Administers cases in: AL, DC, FL, GA, IN, KY,
MD, NC, OH, SC, TN, VA

• AMERICAN ARBITRATION ASSOCIATION"

800 .778 .7879 I websitemail@adr.org I adr.org 209f'age 529