## Facts

- Rosseel, N.V., a Belgian petroleum company, agreed by telex to purchase oil from Oriental Commercial & Shipping Co. (U.K.) Ltd. (Oriental U.K.).
- The telex included the term: “Arbitration: If required in New York City.”
- Rosseel alleged the oil was not delivered and claimed damages.
- Rosseel served a notice of intention to arbitrate on both Oriental U.K. (the contract signatory) and Oriental Commercial & Shipping Co., Ltd. (Oriental S.A.), a related Saudi Arabian company owned by the same family but not a signatory.
- Oriental S.A. sought to stay arbitration; Rosseel removed the matter to federal court and moved to compel arbitration under the New York Convention and the FAA, and to have an arbitrator appointed.

## Issues

1. Whether the telex phrase “Arbitration: If required in New York City” is a valid written arbitration agreement enforceable under the New York Convention and the FAA.
2. Whether Rosseel’s non-delivery claim falls within the scope of that arbitration agreement, requiring arbitration in New York.
3. Whether the existing record permitted compelling non-signatory Oriental S.A. to arbitrate under theories such as alter ego or agency.

## Decision

- The court held the telex language created a valid and enforceable arbitration agreement under the New York Convention and the FAA.
- The court compelled arbitration in New York between Rosseel and Oriental U.K. over the alleged non-delivery.
- The court declined, on the existing record, to compel Oriental S.A. to arbitrate, finding the facts insufficient at that stage to determine non-signatory obligation.
- The court found it had subject-matter jurisdiction because the relationship was international and not entirely domestic within the Convention’s scope.

## Legal Principles

- Under Article II(3) of the New York Convention (as implemented in 9 U.S.C. §§ 201–208), courts must refer parties to arbitration when there is a written arbitration agreement falling under the Convention and the dispute is within its scope.
- An arbitration agreement must be sufficiently definite to show intent to arbitrate, but lack of procedural detail (e.g., rules or institution) does not defeat enforceability where intent and seat are ascertainable.
- Once a valid arbitration agreement is shown, doubts about scope are resolved in favor of arbitration, especially in Convention cases.
- Non-signatories may be bound to arbitrate under doctrines such as alter ego, veil piercing, or agency, but compelling arbitration against a non-signatory requires an adequate factual record; common ownership or affiliation alone is insufficient.

## Conclusion

The court enforced a brief telex arbitration clause providing for arbitration in New York upon demand, compelled arbitration of the contract dispute between Rosseel and the signatory seller, and deferred any order compelling the related non-signatory company to arbitrate pending further factual development.


Oriental Com. & Shipping Co. (U.K.) Ltd. v. Rosseel, N.V., 609 F. Supp. 75 (S.D.N.Y. 1985)