Oriental Commercial & Shipping Co. (UK), Oriental Commercial & Shipping Co. (Saudi Arabia) v. Rosseel, N.V.

In 1984 Oriental Commercial & Shipping Co. (OCSUK) (plaintiff) and Rosseel, N.V. (defendant) entered into a contract for the sale of oil. An arbitration clause in the contract stated that disputes would be arbitrated in New York. The sale did not occur, so Rosseel filed in United States federal district court, seeking an order to compel OCSUK’s participation in arbitration. The district court granted Rosseel’s request. On two occasions, OCSUK properly filed appeals to court rulings related to the arbitration. The appeals were both withdrawn but subject to the stipulation that “any proceedings to confirm . . . the arbitral award would be brought in the federal district court for the Southern District of New York.” No language in the stipulation explicitly identified a requirement that awards be confirmed by a New York federal district court. The arbitration was conducted, and an award was issued in favor of Rosseel. Rosseel applied to the England and Wales High Court of Justice to enforce the award, and OCSUK filed an action in the Southern District of New York seeking a judgment that Rosseel’s action in the United Kingdom was not permitted because the stipulation required that the award be confirmed by a court in the Southern District of New York before it could be enforced elsewhere. Rosseel argued to the federal district court that the stipulation was not ambiguous and that its plain language contained no requirement that the award be confirmed in New York before it was enforceable. OCSUK argued that the stipulation was ambiguous, and that the motivations of the parties suggested that they intended to include such a requirement regardless of the language used. Rosseel moved for summary judgment dismissing OCSUK’s complaint.