Hewlett-Packard Company, Inc. v. Helge Berg

In 1982 Apollo Computer (Apollo), later acquired by Hewlett-Packard (plaintiff), entered into a two-year distributorship contract with a Swedish company called Dicoscan Distributed Computer Scandinavia (Dicoscan) to sell Hewlett-Packard products. In March 1984, the parties executed a new distributorship contract. Both agreements contained an arbitration clause. Apollo terminated the 1984 contract, and Dicoscan filed for bankruptcy. The bankruptcy court named the directors and officers of Dicoscan—Helge Berg and Lars Skoog (defendants)—the parties entitled to pursue claims against Apollo based on the contracts. Berg and Skoog commenced arbitration proceedings against Apollo, claiming damages from Apollo’s unilateral termination of the 1984 agreement. Apollo counterclaimed by asserting that Dicoscan was liable for several hundreds of thousands of dollars due under the 1982 contract. The panel issued an award to Berg and Skoog, and the panel held that it was without jurisdiction to decide Apollo’s claim based on the 1982 contract. Apollo paid the award minus a setoff based on the amounts it claimed were due from Dicoscan under the 1982 contract. Apollo also filed a request with the tribunal for a second arbitration regarding the 1982 contract. Apollo’s successor, Hewlett-Packard, also filed an action in district court seeking a declaration that Hewlett-Packard was entitled to the setoff and that the arbitration award was fully satisfied. Berg and Skoog sought confirmation of the full amount of the arbitration award. Hewlett-Packard asked the court to stay the confirmation proceedings until the arbitration on the 1982 contract was completed. The district court denied Hewlett-Packard’s requested relief on the ground that it lacked authority to stay the confirmation proceedings and confirmed the full amount of the award to Berg and Skoog. Hewlett-Packard appealed.