## Facts

- A steel-plant owner (later succeeded by Outokumpu) contracted with Fives to build cold rolling mills in Alabama.
- Each contract required arbitration in Düsseldorf, Germany, under German substantive law, and stated that references to either contracting party included that party’s subcontractors.
- A subcontractor list attached to the contracts included GE Energy (formerly Converteam).
- Fives subcontracted with GE Energy to supply nine motors, manufactured in France and delivered and installed in Alabama between 2011 and 2012.
- The motors allegedly began failing in 2014, and failures occurred across all three mills by 2015.
- Outokumpu and its insurers sued GE Energy for damages; GE removed to federal court and sought to compel arbitration under the Fives contracts’ arbitration clauses.
- The district court compelled arbitration, reasoning that the contracts’ terms extended to subcontractors.

## Issues

1. Whether the New York Convention, as implemented by FAA Chapter 2, prevents use of domestic doctrines (including equitable estoppel) that allow a nonsignatory to compel arbitration.
2. Whether Article II’s “agreement in writing” requirement limits enforcement of an arbitration clause to signatories only.

## Decision

- The Supreme Court unanimously reversed the Eleventh Circuit and remanded.
- The Court held that the New York Convention does not conflict with domestic equitable estoppel doctrines permitting nonsignatories to enforce arbitration agreements.
- The Court did not decide whether GE Energy could compel arbitration under equitable estoppel on these facts, or what domestic law governs that inquiry; those questions were left for remand.
- Justice Sotomayor concurred, emphasizing that domestic nonsignatory doctrines must remain consistent with the Convention’s written-agreement and consent requirements.

## Legal Principles

- FAA Chapter 1 principles, including state contract doctrines, apply in Convention cases unless they conflict with FAA Chapter 2 or the Convention. (9 U.S.C. § 208)
- The New York Convention is silent on whether nonsignatories may enforce arbitration agreements; Article II’s “agreement in writing” provision addresses form, not exclusive enforcement by signatories.
- Because the Convention does not prohibit domestic equitable estoppel (or similar contract and agency doctrines), applying such doctrines does not create a conflict under § 208.
- Courts may apply domestic nonsignatory doctrines in Convention cases, but the availability and scope of those doctrines remains a fact- and law-specific question on remand.

## Conclusion

The Court held that the New York Convention does not bar a nonsignatory from seeking to compel arbitration through domestic equitable estoppel, requiring lower courts to assess under applicable domestic law whether the nonsignatory may enforce the arbitration clause in the particular dispute.


GE Energy Power Conversion Fr. SAS, Corp. v. Outokumpu Stainless USA, LLC, 140 S. Ct. 1637 (2020)