## Facts

- Société Générale de Surveillance, S.A. (SGS) and Raytheon European Management and Systems Co. (REMSCO) executed a detailed subcontract in 1975 for transportation and related services for NATO Hawk missiles.
- The agreement was issued on a Raytheon purchase-order form with extensive attached provisions and exhibits; the printed conditions on the back of the form were expressly deleted.
- The subcontract included (1) an arbitration clause requiring arbitration in Switzerland and (2) a choice-of-law clause selecting French law, and it required written modifications.
- The parties later executed multiple written “change orders” on Raytheon forms that referenced the original purchase order number and did not expressly replace the subcontract’s dispute-resolution terms.
- Change Order 7 included a memorandum describing terms intended to serve as a basis for a later formal contract, but it did not clearly supersede the existing arbitration arrangement.
- Change Order 8 expanded work to missile testing and stated that the “terms and conditions remained the same.”
- A dispute arose under Change Order 8; REMSCO sought to arbitrate in Boston under a standard arbitration clause printed on the reverse of the change-order form.
- SGS sued in federal district court (diversity jurisdiction) to enjoin the Boston arbitration, asserting that any arbitration must proceed in Switzerland under the original subcontract.
- The district court entered a restraining order barring the Boston arbitration and later refused to dissolve or modify it; REMSCO appealed under 28 U.S.C. § 1292(a)(1).
- While the injunction was in place, REMSCO commenced arbitration in Switzerland and SGS participated.

## Issues

1. Whether the Change Order 8 dispute was governed by the original subcontract’s Swiss arbitration clause (and French law) or by the standard-form Boston arbitration clause printed on the change-order form.
2. Whether the district court abused its discretion by refusing to dissolve or modify the injunction restraining REMSCO from proceeding with arbitration in Boston.

## Decision

- The First Circuit held that Change Order 8 was a modification under the original subcontract and remained subject to the Swiss arbitration clause and French choice-of-law provision.
- The court rejected REMSCO’s reliance on the printed, standard-form arbitration clause on the back of the Change Order 8 form.
- The court affirmed the district court’s refusal to dissolve or modify the injunction barring the Boston arbitration and remanded for further proceedings consistent with its opinion.

## Legal Principles

- Change orders that reference an integrated underlying contract and state that existing “terms and conditions” continue are ordinarily treated as modifications under that contract, absent clear language creating a separate agreement.
- Where parties explicitly delete standard-form boilerplate terms (including a forum-specific arbitration clause) in the integrated agreement and substitute negotiated dispute-resolution provisions, later use of similar forms does not revive the deleted boilerplate without explicit adoption.
- Courts enforce the parties’ agreed single arbitral forum and will restrain duplicative, competing arbitrations that conflict with the governing arbitration clause.
- On interlocutory review of orders refusing to dissolve or modify an injunction under 28 U.S.C. § 1292(a)(1), the appellate court applies a deferential abuse-of-discretion standard informed by the underlying contractual interpretation.

## Conclusion

The court enforced the original subcontract’s negotiated arbitration and choice-of-law terms, concluding that the missile-testing work under Change Order 8 remained within the subcontract and could not be shifted to Boston arbitration by standard-form language on a later purchase-order document; the injunction preventing the Boston arbitration was therefore properly maintained.


Société Générale de Surveillance, S.A. v. Raytheon Eur. Mgmt. & Sys. Co., 643 F.2d 863 (1st Cir. 1981)