## Facts

- OC&S‑UK (an English oil company) and Rosseel (a Belgian oil company) entered a 1984 oil sale contract containing a New York arbitration clause.
- After the transaction failed, Rosseel successfully compelled OC&S‑UK to arbitrate in New York.
- Rosseel sought to include OC&S (a Saudi affiliate) and Abdul Hamid Bokhari (principal owner) in the arbitration; the court denied Oriental’s request to stay arbitration and Oriental later withdrew an appeal.
- In connection with withdrawn appeals, the parties executed a stipulation stating that any proceedings to confirm or vacate an arbitral award would be brought in the Southern District of New York.
- The New York arbitration resulted in an award for Rosseel (reported as exceeding $4 million).
- Rosseel initiated proceedings in the High Court of Justice in London to enforce the New York award without first seeking confirmation in S.D.N.Y.
- Oriental filed this action in S.D.N.Y. seeking declaratory relief that the stipulation barred the London enforcement action and required confirmation in S.D.N.Y. before enforcement elsewhere.

## Issues

1. Whether a stipulation providing that any confirmation or vacatur proceedings “would be brought” in S.D.N.Y. required Rosseel to confirm the award in S.D.N.Y. before seeking enforcement in another jurisdiction.
2. Whether Oriental’s failure to timely move to vacate the award in S.D.N.Y. foreclosed a later declaratory-judgment action effectively aimed at undermining or delaying enforcement.

## Decision

- The court treated the motion as one for summary judgment and entered summary judgment for Rosseel, dismissing the complaint.
- The stipulation was unambiguous and functioned as a forum-selection provision for confirmation/vacatur proceedings if brought; it did not impose a precondition to foreign enforcement or bar enforcement in London.
- Because Oriental did not timely pursue vacatur in S.D.N.Y., it could not use a new declaratory action as a collateral route to challenge the award or impede foreign enforcement.

## Legal Principles

- Unambiguous stipulations are enforced according to their plain terms; extrinsic evidence is not used to create obligations the text does not state.
- A clause designating a forum for confirmation/vacatur proceedings does not, without express language, make confirmation in that forum a prerequisite to enforcement in other competent jurisdictions.
- Under the FAA, failure to timely seek vacatur bars later collateral attacks framed as alternative forms of relief, including declaratory-judgment actions aimed at contesting the award’s binding effect.
- Absent a clear contractual restriction or valid statutory basis, federal courts will not restrain a prevailing party from pursuing enforcement of an arbitral award in foreign courts.

## Conclusion

The court held that the parties’ stipulation selected S.D.N.Y. as the forum for any confirmation or vacatur proceeding but did not require Rosseel to confirm the award in New York before enforcing it in England; Oriental’s untimely failure to seek vacatur also barred its attempt to use declaratory relief to obstruct foreign enforcement.


Oriental Com. & Shipping Co. (U.K.), Ltd. v. Rosseel, N.V., 769 F. Supp. 514 (S.D.N.Y. 1991)