InterGen N.V. v. Grina

InterGen N.V. (InterGen) (plaintiff) accepted a bid from ALSTOM Power N.V. (ALSTOM Power) (defendant) to manufacture turbines for two power-plant projects. Rocksavage Power Company (RPC) was responsible for one project, and Coryton Energy Company (CEC) was responsible for the other. An InterGen subsidiary owned RPC and CEC. InterGen chose the bid after consulting with its corporate cousin, Bechtel Power Corporation (Bechtel Power). Bechtel Limited, a subsidiary of Bechtel Power, agreed to purchase turbines from ALSTOM Power’s subsidiary, ALSTOM Power Generation (APG) (defendant), for RPC. RPC entered into certain contracts with APG, and CEC entered into a contract with APG. Each contract contained arbitration clauses that required the parties to resolve disputes through arbitration in London. InterGen did not sign these contracts. InterGen sued ALSTOM Power, APG, and ALSTOM Power’s negotiating agent, Eric Grina (collectively, ALSTOM) (defendants) alleging that the turbines were defective. The lawsuit did not claim breach of contract or seek to enforce any contractual right. The case was removed to the federal district court that had personal jurisdiction over the parties. ALSTOM moved to compel arbitration. InterGen opposed the motion, arguing that it did not agree to arbitrate. The district court denied the motions as premature. InterGen filed an amended complaint, retracting previous allegations that InterGen was the active architect behind the projects and not a passive investor. After discovery, ALSTOM renewed the motion to compel arbitration. The district court denied the motion on the grounds that the court had no authority to compel proceedings in London. ALSTOM appealed, arguing that (1) InterGen was estopped from avoiding arbitration, (2) InterGen was a third-party beneficiary of the contracts, (3) InterGen was an agent of Bechtel Limited, a signatory to one of the contracts, and (4) InterGen was the alter ego of RPC and CEC, the signatories to the other contracts.