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Bechtel Do Brasil Construções Ltda. v. UEG Araucária Ltda.

Citations: 638 F.3d 150; 2011 WL 982330Docket: 10-341

Court: Court of Appeals for the Second Circuit; March 22, 2011; Federal Appellate Court

Original Court Document: View Document

Narrative Opinion Summary

In the case between Bechtel entities and UEG Araucária, Bechtel sought a permanent stay of arbitration initiated by UEG Araucária, arguing that UEG's claims of breach of contract, negligence, and fraud were time-barred by statutes of limitations under New York and Brazilian law. The United States District Court for the Southern District of New York ruled in favor of Bechtel, determining the claims untimely and not subject to arbitration. However, the Circuit Court reversed this decision, emphasizing that the arbitration agreement, governed by New York law, included determinations of timeliness within its scope, aligning with federal policy favoring arbitration. The court found contract ambiguities in favor of arbitration, supported by precedents such as PaineWebber Inc. v. Bybyk. The appellate court held that the parties intended for the arbitrator to decide on timeliness issues, and that the district court erred in removing the issue from the arbitrator's authority. Consequently, the case was remanded for further proceedings consistent with this pro-arbitration interpretation, underscoring the Federal Arbitration Act's preference for enforcing private arbitration agreements.

Legal Issues Addressed

Arbitration Agreement Scope

Application: The Circuit Court determined that the issue of timeliness is within the purview of the arbitration agreement, contrary to the district court's conclusion.

Reasoning: The Circuit Court, however, determined that the district court erred by removing the issue of timeliness from the arbitrator's purview, asserting that the arbitration agreement encompassed such determinations.

Choice of Law in Arbitration Agreements

Application: The court found that the contracts' choice-of-law provisions did not clearly assign timeliness disputes to the courts, thereby supporting a pro-arbitration stance.

Reasoning: The contracts specify that New York law governs arbitration procedures, they do not address timeliness disputes or any right to seek court intervention.

Federal Arbitration Act and Precedent

Application: The appellate court emphasized the federal policy favoring arbitration and resolved contract ambiguities in favor of arbitration, citing precedents like *PaineWebber Inc. v. Bybyk*.

Reasoning: The Federal Arbitration Act's purpose is to enforce private arbitration agreements as per their terms, and state law principles of contract interpretation apply, informed by federal substantive law favoring arbitration.

Statute of Limitations and Arbitration

Application: The court ruled that arguments regarding the statute of limitations should be resolved through arbitration, not by the courts, despite Bechtel's claims to the contrary.

Reasoning: Consequently, the district court's determination that it could decide timeliness issues was erroneous, leading to a reversal of the district court's judgment.