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STANDARD BENT GLASS CORP v. GLASSROBOTS

November 8

Standard Bent Glass noticed defects in the equipment and filed a complaint against Glassrobots in state court.

February 4

Glassrobots filed a motion to compel arbitration under an appendix to the standard sales agreement that Standard Bent Glass claims it never received.

August 5

Standard Bent Glass wired the down payment to Glassrobots.

An arbitration provision in an international commercial agreement is governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (“CREFAA”)

Based on the February 2 contract, there was a valid contract on the Glassrobots terms that incorporated any non-material additions proposed by Standard Bent Glass

This is all CREFAA requires

  • sign an agreement in writing
  • Incorporated arbitration clause was contained in a series of letters.

Though the arbitration clause may not have been included in that exchange, it was incorporated by reference in the letters.   This is all CREFAA requires.

  • Glassrobots's standard sales agreement included a binding arbitration clause for all contractual disputes
  • Standard Bent Glass admits it received the standard sales agreement.   But Standard Bent Glass denies the an appendix was attached to the standard sales agreement, contending it received the appendix after the February 1999 negotiation period.

The issue is whether there was a valid agreement and whether that agreement contained a binding arbitration clause.

negotiations

Both parties signed the Acceptance Test Protocol, which stated:  “We undersigners hereby certify the performance and acceptance test according to the Sales Agreement TSF II 200/320 between Standard Bent Glass Corp., USA and Glassrobots Oy has been carried out.   All the equipment fulfill the conditions mentioned in the same Agreement, in quality an [sic] quantity.”

The District Court granted Glassrobots's motion and Standard Bent Glass appealed

February 5

February 1

Glassrobots sent Standard Bent Glass revised agreement

Standard Bent Glass faxed an offer of $1.1 million with a letter that stated, “Please sign this ORDER and fax to us if it is agreeable.”

February 8

the wire transfer cleared Glassrobots's bank account.

February 2

Glassrobots responded with a cover letter that stated:  “Attached you'll find our standard sales agreement.   Please read it through and let me know if there is anything you want to change.   If not, I'll send you 2 originals, which will be signed.”

Note:- Glassrobots did not return, nor refer to, Standard Bent Glass's order.

initial interaction

Later that day...

Standard Bent Glass wrote“Please find our changes to the Sales Agreement,” referring to Glassrobots's sales agreement.   The letter apparently accepted Glassrobots's standard sales agreement as a template and requested five specific changes.   The letter closed, “Please call me if the above is not agreeable.   If it is we will start the wire today.”

  • On March 19, 1998, Glassrobots tendered a written offer to sell Standard Bent Glass a glass fabricating system

The companies

  • STANDARD BENT GLASS CORP.,
  • Appellant
  • located in a Pennsylvania corporation

VS.

  • GLASSROBOTS
  • Registered in Finland
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