Judge Paul Crotty
Delaware incorporated private equity firm Castle Harlan is based in New York. Luxembourg-based Norcast’s Canadian subsidiary Norcast Wear Solutions Inc. (NWS) competes with Australia’s Bradken Ltd. Norcast sold NWS to Castle Harlan’s Canadian subsidiary 0913034 B.C. Ltd. (BC). Castle Harlan then sold BC to Bradken. Although Norcast claimed Castle Harlan misinterpreted its intentions in negotiating NWS’s purchase, neither party sought adjudication. Castle Harlan sought to compel international arbitration while Norcast sought remand to Manhattan supreme court. Denying Castle Harlan’s motion to compel, the court granted Norcast remand, but denied it attorney fees and costs. The court rejected Castle Harlan’s assertions that despite not signing its March 15, 2011, “Confidentiality Agreement” with NWS, Norcast was bound by that agreement’s clause requiring arbitration in London. It also rejected Castle Harlan’s theory that Norcast must arbitrate with it in Toronto under Norcast’s share purchase agreement (SPA) with BC. Because neither the SPA nor the Confidentiality Agreement obligate Norcast to arbitrate its dispute with Castle Harlan, there was no basis for subject matter jurisdiction under the Federal Arbitration Act.
