## Facts

- Food Services of America, Inc. (Amerifresh), a Delaware corporation based in Seattle, and Pan Pacific Specialties Ltd., a British Columbia corporation, had a commercial dispute in the food industry.
- The parties executed an arbitration agreement requiring arbitration under the International Arbitration Rules of the American Arbitration Association (AAA) and allowing judgment on the award in any court with jurisdiction.
- The arbitration agreement included an express clause waiving reliance on the statutory refusal grounds for enforcement found in British Columbia’s international arbitration legislation.
- A three-arbitrator AAA tribunal issued an award requiring Pan Pacific to pay Amerifresh US$126,438.75 plus 9% annual interest from August 20, 1992 until payment.
- Amerifresh petitioned the Supreme Court of British Columbia to recognize and enforce the award under provincial statutes implementing the Model Law and New York Convention framework.
- Pan Pacific resisted enforcement, arguing (i) Amerifresh was barred from suing because it was an unregistered extraprovincial company, and (ii) the award should not be enforced due to asserted procedural and legal defects in the arbitration.

## Issues

1. Whether a provincial corporate-registration restriction for extraprovincial companies barred Amerifresh from bringing an enforcement petition.
2. Whether Pan Pacific waived the right to oppose enforcement under the statutory grounds for refusal.
3. If there was no waiver, whether Pan Pacific established any statutory ground to refuse recognition or enforcement based on alleged arbitral defects (lack of written reasons, failure to apply applicable law, and irregularities in arbitrator-challenge procedure).

## Decision

- The court granted the petition and ordered recognition and enforcement of the AAA award in British Columbia.
- The corporate-registration restriction did not bar the enforcement proceeding.
- Pan Pacific was precluded from relying on statutory refusal grounds due to the parties’ express waiver and Pan Pacific’s conduct in the arbitration.
- In any event, the alleged defects did not satisfy the narrow statutory bases for refusing enforcement of a foreign arbitral award.

## Legal Principles

- Statutory schemes for recognition and enforcement of international arbitral awards are intended to operate with limited judicial intervention; courts do not reconsider the merits of the dispute at the enforcement stage.
- Domestic procedural or technical barriers (including certain corporate-registration restrictions) should not be applied to defeat the international award-enforcement regime where the proceeding is for recognition and enforcement rather than relitigation.
- Parties may, by clear agreement, waive reliance on statutory defenses to recognition and enforcement, and a party that participates without timely objection may also waive procedural complaints.
- Alleged errors of law, absence of written reasons (absent an agreed requirement), and non-fundamental procedural irregularities generally do not meet the threshold for refusing enforcement under Model Law/New York Convention-style grounds.
- Public policy is construed narrowly; only enforcement that would offend basic notions of morality and justice warrants refusal.

## Conclusion

The court enforced the U.S.-seated AAA award, holding that provincial corporate-registration rules did not block the enforcement petition, that the resisting party had waived statutory enforcement defenses by contract and conduct, and that the asserted arbitral flaws did not justify denial of recognition under the narrowly confined refusal grounds for foreign awards.


Food Servs. of Am., Inc. v. Pan Pac. Specialties Ltd., 32 B.C.L.R. (3d) 225 (B.C. Sup. Ct. 1997)