## Facts

- Management & Technical Consultants S.A. (MTC) agreed to assist Parsons-Jurden International Corp. (P-J) in obtaining Iranian mining-related contracts in exchange for a percentage of P-J’s “gross billings.”
- After P-J obtained a Sar Cheshmeh mining project contract, the parties disputed whether “gross billings” meant all sums paid to P-J or only a fee component.
- The parties later executed a superseding settlement letter agreement that included: (i) a lump-sum payment to MTC, (ii) a contingent right to additional compensation if P-J’s “gross billings” exceeded $350 million (with compensation terms to be negotiated then), and (iii) an arbitration clause covering “any dispute” arising from the agreement.
- Further disputes arose over whether the $350 million threshold was met and what “gross billings” meant for the contingent compensation provision.
- MTC initiated arbitration under the settlement agreement; the tribunal determined the threshold was exceeded and awarded MTC about $1.85 million plus interest, along with a separate costs award.
- MTC petitioned in federal district court to confirm the awards under the New York Convention; P-J opposed, arguing the arbitrators exceeded their authority under Article V(1)(c).
- The district court confirmed both awards, and P-J appealed.

## Issues

1. Whether, under Article V(1)(c) of the New York Convention, enforcement could be refused because the arbitrators exceeded the scope of the parties’ submission by fixing the amount of additional compensation.
2. Whether a broad “any dispute” arbitration clause permitted the tribunal to decide both the threshold question and the monetary consequences flowing from it.

## Decision

- The Ninth Circuit affirmed the orders confirming the monetary and costs awards.
- The court held the arbitrators acted within the scope of the arbitration agreement and did not decide matters beyond the parties’ submission.
- The court rejected P-J’s Article V(1)(c) defense, concluding the compensation-amount dispute was sufficiently connected to the threshold dispute covered by the arbitration clause.
- The court declined to reexamine the merits of the tribunal’s contract interpretation and damages calculation in the absence of a valid Convention defense.

## Legal Principles

- Under the New York Convention, Article V defenses to enforcement are construed narrowly, and the party resisting enforcement bears a heavy burden.
- A broadly worded arbitration clause covering “any dispute” generally authorizes arbitrators to resolve disputes over remedies and monetary relief that reasonably follow from issues submitted to arbitration, absent a clear contractual limitation.
- Judicial review in Convention enforcement proceedings is limited; courts do not reassess the correctness of arbitrators’ contract interpretations or damages computations when the tribunal acted within its delegated authority.

## Conclusion

The Ninth Circuit enforced the foreign arbitral awards, holding that the settlement’s broad arbitration clause permitted the tribunal to determine both whether the contractual threshold was met and the resulting monetary award, and that Article V(1)(c) did not bar confirmation.


Management & Technical Consultants S.A. v. Parsons-Jurden Int'l Corp., 820 F.2d 1531 (9th Cir. 1987)