## Facts

- The Government of India and Cargill entered four substantially identical wheat-sale contracts (1982–1983).
- The contracts required India to pay “carrying charges” (e.g., storage, insurance, interest) if India’s vessels were late to begin loading.
- The contracts required Cargill to notify India of carrying-charge claims within 90 days after loading and to commence “remedial proceedings” within six months after loading.
- Wheat was loaded on five vessels between March 1983 and January 1984; India’s vessels were late, triggering potential carrying charges.
- Cargill issued five invoices totaling about $186,333.02; India conceded the invoices were timely.
- After negotiations failed, Cargill demanded arbitration under a broad clause requiring arbitration of any dispute “arising out of or relating to” the contracts under AAA Grain Arbitration Rules.
- The arbitration panel received briefs on February 3, 1987, held a hearing, and stated on March 23, 1987 that the hearing was closed and an award would follow within 30 days.
- On April 13, 1987, the panel issued a lump-sum award for Cargill without itemizing amounts by invoice.
- India did not object during arbitration to the award’s timing or to the lack of itemization.
- India petitioned in federal district court to vacate the award; Cargill cross-moved to confirm. The court confirmed the award, and India appealed.

## Issues

1. Whether Cargill’s demand was non-arbitrable because it allegedly violated the contract’s time limits for commencing “remedial proceedings.”
2. Whether the award had to be vacated because it was allegedly issued outside the time limits set by the AAA Grain Arbitration Rules and the panel’s scheduling statement.
3. Whether the award was too indefinite to enforce because it was a lump-sum award without allocation among the five invoices.

## Decision

- The Second Circuit affirmed the order confirming the arbitration award.
- The court held the arbitrators acted within their authority in resolving the contract-based timeliness objection and rejecting a time-bar defense.
- The court rejected vacatur based on alleged lateness of the award, emphasizing the arbitrators’ discretion over procedure and the absence of prejudice and contemporaneous objection.
- The court held the lump-sum award was sufficiently definite and enforceable absent a contractual requirement or request for itemization.

## Legal Principles

- Under a broad arbitration clause, procedural disputes tied to the claim (including compliance with contractual time limits) are generally for arbitrators to decide.
- Judicial review of arbitral awards is highly limited; an award is confirmed if there is at least a colorable justification, and courts do not vacate merely because they would interpret the contract differently.
- Alleged failure to meet arbitral rule deadlines does not warrant vacatur absent an express agreement making timing jurisdictional or a showing of prejudice, especially where no timely objection was made.
- Arbitrators may issue lump-sum awards; itemization or a reasoned explanation is not required unless the parties’ agreement or a specific request demands it.

## Conclusion

The Second Circuit upheld confirmation of the arbitration award because the timeliness defenses and the award’s form were matters within arbitral discretion, and India showed neither a contractual mandate violated nor prejudice sufficient to justify vacatur.


Gov’t of India v. Cargill, Inc., 867 F.2d 130 (2d Cir. 1989)