Kahn Lucas Lancaster, Inc. v. Lark International Ltd.
United States Court of Appeals for the Second Circuit
186 F.3d 210 (1999)
- Written by Mary Katherine Cunningham, JD
Facts
Lark International Ltd. (Lark) (defendant), a purchasing agent for clothing buyers and manufacturers in Asia, entered an agreement to purchase children’s clothing from Kahn Lucas Lancaster, Inc. (plaintiff). In 1995, Kahn Lucas issued two purchase orders, stating the clothing was ordered from Lark and identifying Lark as the seller of the clothing. The purchase orders listed conditions on the reverse side of the document, including an arbitration clause requiring all disputes to be resolved through arbitration in New York City. Only Kahn Lucas signed the purchase order, although Lark accepted the purchase orders without objections. In July 1995, the manufacturers represented by Lark issued final invoices for the garments, but Kahn Lucas refused to pay Lark or the clothing buyers and manufacturers. Kahn Lucas then sued Lark in the Southern District of New York, and Lark filed a motion to compel arbitration. The district court held the arbitration clause in the purchase orders represented an arbitral clause in a contract and therefore an agreement in writing to arbitrate sufficient to bring the dispute under the New York Convention. The district court found that even though Lark did not sign the purchase order, Lark was bound to the terms of the arbitration clause because it manifested assent by performing under the purchase orders. The district court granted the motion to compel arbitration, finding the arbitration clause in the purchase orders was enforceable under the New York Convention. Lark appealed to the Second Circuit, arguing that because the purchase orders were not signed by both parties, the purchase orders were not agreements in writing enforceable under the New York Convention.
Rule of Law
Issue
Holding and Reasoning (Parker, J.)
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