Opposition Brief — MMP Investments, Inc. v. Lander Co.

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\%) FILED

JUN 172 4997

No. 96-1844 |

| oseMe oF ne CLERK

In The

Supreme Court of the United States

October Term, 1996

MMP INVESTMENTS, INC.,

Petitioner,

LANDER CO., INC.,

Respondent.

On Petition For A Writ Of Certiorari

To The United States Court Of Appeals

For The Seventh Circuit

BRIEF FOR RESPONDENT IN OPPOSITION

ARTHUR H. SEIDEL

Counsel of Record

SEIDEL, GONDA, LAVORGNA

& Monaco, P.C.

1800 Two Penn Center Plaza

Philadelphia, PA 19102

(215) 568-8383

Peter B. Ritz

1225 Gilbert Road

Meadowbrook, PA 19046

(215) 886-4083

Counsel for the Respondent

COCKLE LAW BRIEF PRINTING CO., (800) 225-6964

OR CALL COLLECT (402) 342-2831

Supreme €ourt, U.S.

QUESTIONS PRESENTED FOR REVIEW

1. May a party who started an arbitration and lost

on counterclaims, challenge venue for its enforcement for

the first time in this Court and thereby protract recovery

by urging mandatory venue in the place of the award,

given that permissive venue where the party resides bet-

ter advances twin goals of arbitration as quick and cheap

commercial dispute resolution?

2. Whether the Court of Appeals properly held that

an arbitral award made in the United States, involving

transactions abroad between U.S. companies, may be

enforced in the United States under the Convention on

the Recognition and Enforcement of Foreign Arbitral

Awards (“the New York Convention”), given that its

implementing legislation, 9 U.S.C. § 201 et seq., provides

inter alia that transactions abroad between U.S. citizens

fall under the New York Convention?

3. Whether a party, who agrees to binding arbitra-

tion, commences arbitration under the terms of the agree-

ment and loses on counterclaims, has waived all

jurisdictional objections to the other party’s right to

recover under the arbitral award?

PARTIES TO THE PROCEEDING

Petitioner MMP Investments, Inc., was the claimant

before the International Chamber of Commerce Court of

International Arbitration, was the respondent in the U.S.

District Court for the Northern District of Illinois, and

was the appellee in the U.S. Court of Appeals for the

Seventh Circuit, the court whose judgment it now seeks

to reverse.

Respondent Lander Co., Inc., was the respondent and

counter-claimant before the International Chamber of

Commerce Court of International Arbitration, was the

petitioner in the U.S. District Court for the Northern

District of Illinois, and was the appellant in the U.S.

Court of Appeals for the Seventh Circuit.

Respondent Lander Co., Inc. is wholly owned by

Claneil Enterprises, Inc., a Delaware corporation, which

is privately owned.

iii

TABLE OF CONTENTS

Page

QUESTIONS PRESENTED FOR REVIEW ........... i

PARTIES TO THE PROCEEDING .................. ii

pe 8 Co eyo) 8 sy 6 |. ae rn v

eee va peo pais ope sve o.ap.cie ee oe 1

ene eee GP BREE CAS io. ccc eee eee 3

EEE SN ae ae 7

I. THE COURT SHOULD NOT ENDORSE A

BELATED CHALLENGE TO VENUE CON-

TRARY TO THE GOALS OF ARBITRATION AS

QUICK AND CHEAP COMMERCIAL DISPUTE

IT ais wahiain an siiepen sku etwas hiws eee 7

A. As MMP Failed to Seasonably Challenge

Venue For Enforcement of Arbitration

Award, This Court Should Deny the Peti-

tion for Writ of Certiorari................ 7

B. Enforcement of a New York Arbitration

Award In Illinois Advances Twin Goals of

Arbitration To Provide Quick and Cheap

iF inicu iiss tu binon a ny.c0s«s0- 7

II. AMERICAN-MADE ARBITRAL AWARDS

MUST BE ENFORCED HERE UNDER THE

NEW YORK CONVENTION AS THIS IS

CLEARLY CONTEMPLATED BY THE PUR-

POSE OF THE CONVENTION, ITS IMPLE-

MENTING LEGISLATION, AND THE

AE UOTE Ce er ee ee ee 10

A. History, Text, and Purpose of the Conven-

tion Mandate Interpretation of Non-

Domestic Awards To Include Performance

Abroad under 9 U.S.C. § 202............. 10

TABLE OF CONTENTS - Continued

Page

B. Territorial Principle Embodied in Article

I(3) Focuses on Reciprocity of Signatories

Not On Awards Made in Different Con-

COU DUN pose akon ceeen esi bs dees 13

C. MMP May Not Have the New York Con-

vention construed for U.S. Citizens as a

Limitation Wrapped in a Restriction Inside

a Cen ics ei ee 21

D. Informed by its Purpose, the Convention,

Its Implementing Statute 9 U.S.C. § 202,

and the Precedent, Are in Harmony...... 24

Ill. A PARTY, WHO AGREES TO BINDING ARBI-

TRATION, THEN COMMENCES ARBITRA-

TION UNDER THE TERMS OF THE

AGREEMENT AND LOSES ON COUNTER-

CLAIMS, HAS WAIVED ALL JURISDIC-

TIONAL OBJECTIONS TO THE OTHER

PARTY’S RIGHT TO JUDICIAL RELIEF TO

ENFORCE THE ARBITRAL AWARD .......... 25

COW AMIE bt pak esas ube Ree hens cned ux ce cwes cits 27

TABLE OF AUTHORITIES

Page

CASES

Bergesen v. Joseph Miller Corp.,

gw Be” Ge Ae.) an passim

Cargill Intern. S.A. v. M/T Paavel Dybenko,

oo MO ie” Ee | Gar ee 11, 14

Corcoran v. Ardra Insurance Co., Ltd.,

Gli: Pn. DD GPE. BOOT) oo ee cee ccc wee 18

E.A.S.T., Inc. of Stamford, Connecticut v. M/V Alaia,

G70: Rupee anew Coen Cer, TIGR)... 2 ccs cc cece ccc eee 17

Edye v. Robertson,

BO I a ie Ga veda as cGncwsesavecnececss 13

Flexible Manufacturing Systems Pty, Ltd. v. Super

Products Corp.,

1996 WL 304858 (7th Cir. 1996) ................000. 8

Fuller Co. v. Compagnie Des Bauxites De Guinee,

G2t Fanon Foe (W-DPa. 1976) ...... 22.00 ..cccee. 19

Hill v. Norfolk & Western Ry. Co.,

BO Ba Be ky er eee 8

Hoffman v. Blaski,

i nis vee sav asencebcewasecoesss 7

In re VMS Securities Litigation,

oe Be Be 8 ee ee ee er 9

Lander Co., Inc. v. MMP Investments, Inc.,

ge 6

Lander Co., Inc. v. MMP Investments, Inc.,

pe es Se Oe. y re 1, 6, 26

Ledee v. Ceramiche Ragno,

684 F.2d 184 (1st Cir. 1982)............ 17, 18, 24, 25

Merril Lynch, Pierce, Fenner & Smith v. Lauer,

oe ge By ee ene 9

TABLE OF AUTHORITIES - Continued

Page

Ministry of Defense of the Islamic Republic of Iran

v. Gould, Inc.,

887 F.2d 1357 (th Cir. 1909). ..)5..:......... 11, 16, 25

Moses H. Cone Memorial Hospital v. Mercury

Construction Corp.,

MB US. F CER Re Rea re ac eit s ied ane’ 8, 9

Motion Picture Lab Technicians Local 780 v.

McGregor & Werner, Inc.,

904 - F2e BE Ce Ge Se res ee verde csesceencacce 9

National Iranian Oil Co. (NIOC) v. Ashland Oil, Inc.,

S17 F.2d 326 Ge Ce, Be bes ssiccevenvccecs 16, 23, 24

NII Metals Services, Inc. v. ICM Steel Corp.,

514 FStapp. 166 CGRP. TE Fee ed snc cscccy ccc cc cae. 9

O’Brien v. R.J. O’Brien & Assoc., Inc.,

oe we ey Bk Ge. he ee yo ee ere 7

PepsiCo, Inc. v. Redmond,

eS BY Ee, Bo eee 22,. 25

Scherk v. Alberto Culver Co.,

Pivas BF | RE e rT eT Tr eT TS 14, 19, 22

SEC v. Ralston Purina Co.,

S06 UES. TED Se ks os ceceta sts es NS eds 23

Sedco v. Petroleos Mexicanos Mexican National Oil

Co. (Pemex),

767 FAG TEED Tae GI Sa Wht a bcc tcc ceases 18

Shearson/American Express, Inc. v. McMahon,

ee Pe rr tr Ce ar. CP ee eee 8

Smiga v. Dean Witter Reynolds, Inc.,

766 R20 GOS Gi Ga Tabi k sa hee eect ceweeee 9

Vii

TABLE OF AUTHORITIES - Continued

Page

Sumitomo Corp. v. Parakopi Compania Maritima,

477 ©. Supp. 737 (S.D.N.Y.. 1979) 20... .cccccccccces 15

Tag v. Rogers,

EERO, RUUD voc bcccccceacesccnvene 13

Tennessee Imports, Inc. v. Filippi,

745 F.Supp. 1314 (M.D. Tenn. 1990)............... 18

United States v. Bacto-Undisk,

een cawcscccccccvacecccose 23

Widell v. Wolf,

Bo es Bee Ea. | rr 8

STATUTES

EE, cick Gave dheRianeckcescvasdzecs 1, 5, 8

Ue oon hese hae eus thes ebusesvane 5, 9, 10

Ee ai es isis c kU Kd dp eee kaw enekeeekes 3

EE OU. 6 bicin 6 vie hava see esses ecernee passim

IES NV 3 So ccc wctcbbisdaesecceisocciees’ passim

i cule OAs ec ieca db asd eeeke nek bos Lewes 2

ea ete u boned sdbneen sicaceene seus 18

ee ache cab oben estan as se sedbacs eee 5

gd di aS ka Valcwets adiceii ad céieiie sd cbt 8

Ps oo ee chansccanueears dt tb isadcs« 5, 8

MISCELLANEOUS

Presidential Proclamation 21 U.S.T. 2517, T.I.A.S.

I SPI aso oS Wika bb 04 CESS ii9s 05% koe deb b'e c's 12

The Random House Dictionary of English Language

SP IC SVU G Seis Peseta Sides deceeecacbes 21

Viii

TABLE OF AUTHORITIES —- Continued

The Oxford English Dictionary (2d Ed. 1961).......... 22

Webster’s Ninth New Collegiate Dictionary (9th ed.

ODD. in vk s ontvcncccvarddeuscersncess.NQuiebanees 22

BRIEF IN OPPOSITION

Respondent Lander Co., Inc., respectfully prays that

the Petition for Writ of Certiorari sought in this matter be

denied.

OPINION BELOW

Petitioner MMP Investments, Inc., seeks review of

the decision of the U.S. Court of Appeals for the Seventh

Circuit of February 18, 1997. That court’s opinion is

reported, see Lander Co., Inc. v. MMP Investments, Inc., 107

F.3d 476 (7th Cir. 1997), and is reprinted in Appendix 1-11

to the Petition for the Writ of Certiorari.

The Seventh Circuit’s opinion addressed the follow-

ing three issues:

(a) What is the proper scope of waiver in enforcing

a binding arbitration award, where a party who started

the arbitration and lost on counterclaims, attempted to

challenge its enforcement as lacking subject matter juris-

diction?

(b) What is the proper interplay between Chapters 1

and 2 of Federal Arbitration Act (“FAA”), 9 U.S.C. 1 et

seq. and 201 et seq. respectively, where a party who

defended and won on counterclaims in arbitration sought

to enforce it under both Chapters, by alleging jurisdiction

under Chapter 1 as based on the parties’ diversity and

under Chapter 2 as based on federal question?

tion on the Recognition and Enforcement of Foreign Arbi-

tral Awards (“the New York Convention”), where a party

to a dispute involving transactions abroad between two

U.S. companies sought to enforce U.S.-made arbitral

award in the United States under the New York Conven-

tion, given that its implementing legislation, 9 U.S.C.

§ 201 et seq., provides inter alia that a commercial relation-

ship between U.S. citizens which contemplates perfor-

mance abroad or some reasonable relation with a foreign

state falls under the New York Convention?

The Seventh Circuit held:

(a) A party’s conduct, beginning with agreement to

binding arbitration and subsequently followed by the

party’s invocation of arbitration pursuant to the agree-

ment, means the party’s agreement to be- bound by the

outcome. That is, to agree to binding arbitration is to

agree that if your opponent wins the arbitration he can

obtain judicial relief if you refuse to comply with the

arbitrator’s award, i.e., a waiver to dispute the jurisdic-

tional right to judicial relief to enforce the award.

(b) Nothing in the New York Convention or its his-

tory, or in the U.S. implementing legislation or its history,

suggests exclusivity of Chapter 2 of the FAA, which

implements the New York Convention, over Chapter 1 of

the FAA, which deals with typical arbitration. Such exclu-

sivity is particularly perverse in this case involving two

U.S. companies, whose dispute falls squarely within the

scope of Chapter 1 of the FAA. There is no reason to

assume that Congress did not intend to provide overlap-

ping coverage between Chapters 1 and 2 of the FAA.

not only to arbitral awards made in a different country

from the one in which enforcement is sought but also to

non-domestic arbitral awards. In acceding to the New

York Convention, the United States made a declaration

under Article I(3) authorizing it to apply the New York

Convention, on the basis of reciprocity, to the recognition

and enforcement of only those awards made in the terri-

tory of another Contracting State. This means the United

States will enforce pursuant to the New York Convention

only arbitral awards made in nations which also adhere

to the New York Convention. Chapter 2 of the Act, 9

U.S.C. § 201 et seq., which implements the Convention,

supports this reading by authorizing enforcement of arbi-

tral awards in disputes wholly between U.S. citizens if, as

here, the dispute arose out of a contract involving perfor-

mance abroad. Accordingly, the New York Convention

applies to suits in the United States to enforce arbitracion

awards made here.

In reaching its decision, the Seventh Circuit agreed

with the only other appellate court to have addressed the

latter issue. Bergesen v. Joseph Miller Corp., 710 F.2d 928

(2d Cir. 1983). In applying the rules set forth above, the

Seventh Circuit reversed the judgment of the district

court with instructions to reinstate Lander Co., Inc.’s suit.

STATEMENT OF THE CASE

Lander Co., Inc. (“Lander”) initiated this suit against

MMP Investments, Inc. (“MMP”) to enforce an arbitration

award. The parties are American companies agreeing

since 1991 to have MMP distribute in Poland shampoos

and other products manufactured by Lander in the

United States, or produced by MMP under Lander’s qual-

ity control. Their agreements provided that all disputes

should be settled by binding arbitration in New York City

pursuant to the arbitration rules of the International

Chamber of Commerce.

The parties had a falling out in 1993. In early 1994,

Lander notified MMP that it was terminating the distri-

bution agreements, and MMP filed a request for arbitra-

tion with the International Court of Arbitration (“ICC

Court”), an arm of the International Chamber of Com-

merce. Lander answered, counterclaimed and did not

contest the jurisdiction of the ICC Court. According to the

terms of the parties’ agreements, the dispute proceeded

to arbitration in New York City before Steven A. Ham-

mond, Esq. of Hughes Hubbard & Reed, One Battery Park

Plaza, New York, NY, as Sole Arbitrator designated by

the ICC Court.

Arbitrator Hammond decided for Lander. After five

days of evidentiary hearings, including testimony of

eight witnesses, over one hundred exhibits, the hearing

transcript exceeding 1,300 pages, and the parties’ pre-

hearing and post-hearing briefs and memoranda of fact

and law, he awarded Lander over $500,000 USD plus

interest in a meticulously detailed 38 page arbitral award.

He found that Polish “sale[s] of counterfeit Lander sham-

poo by MMP constitute[d] a serious breach of contract,”

“MMP’s counterfeiting constituted common law infringe-

ment and unfair competition. . . . As such Lander is

entitled to the full measure of damages arising from the

[MMP] counterfeiting activity.”

The arbitration rules of the International Chamber of

Commerce make arbitration awards final and deem the

parties by submitting their dispute to arbitration “to have

waived their right to any form of appeal insofar as such

waiver can validly be made.” ICC Rules of Arbitration

Art. 24(2).

When MMP refused to pay the award, Lander

brought this suit to enforce it in the federal district court

in Illinois, where MMP resides. Lander asserted jurisdic-

tion under both Chapters 1 and 2 of FAA, and noted that

the United States is a party to the New York Convention.

More specifically, it claimed that district court “has juris-

diction under 9 U.S.C. Secs. 1, 9, 201, 202, 203 and 207,

and under 28 U.S.C. sec. 1332” and that the amount in

controversy (exclusive of interest and costs) exceeds

$50,000.1

In response, MMP first moved to dismiss the suit on

the ground the New York Convention and thus Chapter 2

of the FAA was inapplicable to the parties’ arbitration.

Then, MMP moved to vacate the award under Chapter 1.

Chapter 1 of the FAA allows only three months for chal-

lenging an arbitration award subject to the Act, 9 U.S.C.

Sec. 12, and MMP was concerned, as it explained to the

1 Lander requested relief under both Chapters 1 and 2 of

Title 9 U.S.C. Under Chapter 1, it pleaded jurisdiction on the

basis of diversity of citizenship as would be required in a typical

contract enforcement cause of action. Allegations pertaining to

28 U.S.C. § 1332 and 9 U.S.C. §§ 1, 9 are directed to this. Under

Chapter 2, Lander pleaded that its award arose under the

Convention, namely 9 U.S.C. 201, 202, 203 and 207. Section 203

provides for original jurisdiction of the federal district courts

for actions arising under the Convention. However, it does not

eliminate either explicitly or by implication the Chapter 1

jurisdiction asserted by Lander. Lander’s jurisdictional

statement was styled to reflect this combined approach.

Nothing in the Convention or the rules of pleading prohibits it.

district court, that although Lander takes the position

now that the Arbitral Award is covered by the New York

Convention, Chapter 2 of the FAA, other allegations in

Lander’s Petition to Confirm suggest that if it is unsuc-

cessful under the Convention, it will seek to enforce the

award under Chapter 1 of the FAA. Under Chapter 1,

failure to move to vacate an arbitration award forfeits the

right to oppose its enforcement if sought later by the

other party. In contrast, Chapter 2 contains no provision

for seeking to vacate an award, although it contemplates

the possibility of the awards being set aside in a proceed-

ing under local law, Art. V(1)(e), 21 U.S.T. at 2520, and

recognizes defenses to the enforcement of an award.

MMP asked the district judge to defer ruling on its

motion to vacate under Chapter 1 of the FAA until the

judge decided whether the New York Convention was

applicable. Lander vigorously opposed MMP’s motion to

dismiss and the contention that the New York Conven-

tion did not apply here. Without any other filings or oral

argument, the district judge ruled on the motions. He

held that the New York Convention did not apply, and

went on to dismiss the suit for want of federal jurisdic-

tion, without mention of Chapter 1 of the FAA. See 927

F.Supp. 1078 (N.D.IIl. 1996). The decision is reprinted in

Appendix pages 13 to 21.

Lander appealed. The Seventh Circuit reversed the

judgment of the district court with instructions to reins-

tate Lander’s suit. Its opinion is reported, see 107 F.3d 476

(7th Cir. 1997), and is reprinted in Appendix pages 1 to

11.

ARGUMENT

I. THE COURT SHOULD NOT ENDORSE A BELATED

- CHALLENGE TO VENUE CONTRARY TO THE

GOALS OF ARBITRATION AS QUICK AND CHEAP

COMMERCIAL DISPUTE RESOLUTION

| A. As MMP Failed to Seasonably Challenge Venue

For Enforcement of Arbitration Award, This

Court Should Deny the Petition for Writ of

Certiorari

MMP has waived venue objections by failing to urge

them below. MMP did not timely assert F.R.C.P. 12(b)(3),

and hence waived venue under F.R.C.P. 12(g) & (h),

O’Brien v. R.J. O’Brien & Assoc., Inc., 998 F.2d 1394,

1400-1401 (7th Cir. 1993). The record is completely want-

ing of any challenge to venue in MMP’s motions, briefs,

and arguments until the subject challenge. Having failed

in its other delay tactics, MMP now seeks to further delay

enforcement of its bargained-for result by attacking

venue. This cannot stand. It is well settled that venue like

personal jurisdiction may be waived when a party fails to

seasonably assert it. Hoffman v. Blaski, 363 U.S. 335, 343

(1960) (“Of course, venue, like jurisdiction over the per-

son, may be waived. A defendant, properly served with

process by a court having subject matter jurisdiction,

waives venue by failing seasonably to assert it, or even

simply by making default.”)

B. Enforcement of a New York Arbitration Award

In Illinois Advances Twin Goals of Arbitration

To Provide Quick and Cheap Resolution

When a party starts and actively prosecutes an arbi-

tration it is bound by the results. Post-award renege

tactics, such as MMP’s Petition for Writ of Certiorari

challenging venue for the first time before this Court, are

not tolerated by the law. They frustrate the goal of arbi-

tration to provide a “quick and cheap” commercial dis-

pute resolution, Widell v. Wolf, 43 F.3d 1150, 1151 (7th Cir.

1994), see also Flexible Manufacturing Systems Pty, Ltd., v.

Super Products Corp., 1996 WL 304858, *3 (7th Cir. 1996)

(holding that it was for the arbitrator to decide who

breached the agreement first and what damages to award

as a consequence, and imposing sanctions for a frivolous

challenge to an arbitral award); Hill v. Norfolk & Western

Ry. Co., 814 F.2d 1192, at 1203 (7th Cir.1987) (“The promise

of arbitration is spoiled if parties disappointed by its results

can delay the conclusion of the proceeding by groundless litiga-

tion in the district court followed by groundless appeal to

this court; we have said repeatedly that we would punish

such tactics and we mean it.”) [emphasis added]

Chapter 1 of the Act, 9 U.S.C. § 1 et seq., establishes a

“federal policy favoring arbitration.” Shearson/American

Express, Inc. v. McMahon, 482 U.S. 220, 226 (1987) (quoting

Moses H. Cone Memorial Hospital v. Mercury Construction

Corp., 460 U.S. 1, 24 (1983)). MMP voluntarily entered into

an arbitration agreement with Lander, requested arbitra-

tion in New York and lost on counterclaims. Given the

well-settled federal policy favoring arbitration as a quick

and cheap mechanism for dispute resolution, MMP’s lat-

est delay tactic should not be entertained by this Court.

Simply put, Lander’s award made in New York, is

enforceable in Illinois, MMP’s residence. A Federal court

may hear this action under 28 U.S.C. § 1331, Title 9

federal question, and/or 28 U.S.C. § 1332, diversity of

citizenship and 9 U.S.C. § 9. MMP’s latest delay tactic by

way of the subject Petition has demonstrably wasted time

and money; by the time this matter will be heard the

award will likely reach its second anniversary.

The venue for bringing the confirmation of a New

York award in Illinois is permissive under 9 U.S.C. § 9.

Merril Lynch, Pierce, Fenner & Smith v. Lauer, 49 F.3d 323,

329 (7th Cir. 1995); In re VMS Securities Litigation, 21 F.3d

139, 144-45 (7th Cir. 1994); Smiga v. Dean Witter Reynolds,

Inc., 766 F.2d 698, 706 (2nd Cir. 1985), cert. denied, 475 U.S.

1067 (1986); Motion Picture Lab Technicians Local 780 v.

McGregor & Werner, Inc., 804 F.2d 16, 18-19 (2nd Cir. 1986).

VMS reaffirmed the leading case NII Metals Services, Inc.

v. ICM Steel Corp., 514 F.Supp. 164 (N.D. Ill. 1981), holding

that a federal court which otherwise has jurisdiction over

the parties may confirm an arbitral award made within a

different district. NII involved an Illinois contract claim

against ICM, who successfully invoked the arbitration

clause contained in the parties’ agreement. After NII pre-

vailed at the arbitration hearings in New York, it moved

for enforcement under § 9 in the Northern District of

Illinois. ICM resisted on the grounds that § 9 limits juris-

diction for confirmation to the United States District

Court for the Southern District of New York, where the

arbitration was held. It lost, as should MMP’s argument.

MMP’s belated position stymies the purposes of the

FAA. This Court has deemed the “statutory policy” of the

Act to be “rapid and unobstructed enforcement of arbi-

tration agreements.” Moses H. Cone Memorial Hosp. v.

Mercury Const., 460 U.S. 1, 23 (1983). Denying jurisdiction

or restricting venue here without any mandate or reason

to do so thwarts this policy. See, VMS, 21 F.3d at 145. As

fully established above, Lander is entitled to enforcement

of its bargained-for award under 9 U.S.C. § 9. For these

reasons, this Court should not hear MMP on its belated

venue challenge.

II. AMERICAN-MADE ARBITRAL AWARDS MUST

BE ENFORCED HERE UNDER THE NEW YORK

CONVENTION AS THIS IS CLEARLY CONTEM-

PLATED BY THE PURPOSE OF THE CONVEN-

TION, ITS IMPLEMENTING LEGISLATION, AND

THE PRECEDENT

Article I(1) of the Convention mandates confirmation

and enforcement of non-domestic arbitral awards. Chap-

ter 2 of the FAA, 9 U.S.C. § 201 et seq., implementing the

Convention, defines “non-domestic” as an arbitral award

arising out of a relationship which envisages a perfor-

mance abroad between U.S. citizens and provides that

such non-domestic awards fall under the Convention. To

the extent the U.S. accession declaration under Article

I(3) limits the enforcement of arbitral awards, it does so

on the basis of reciprocity. That is, the accession declara-

tion encourages recognition of the awards made within a

Contracting State to the Convention. Accordingly, the

award made in the United States, a Contracting State,

based on the parties’ transactions in Poland, clearly falls

under the Convention.

A. History, Text, and Purpose of the Convention

Mandate Interpretation of Non-Domestic

Awards To Include Performance Abroad under

9 U.S.C. § 202

The Second Circuit explored the purpose and history

of the Convention in Bergesen v. Joseph Miller Corp., 710

F.2d 928 (2d Cir. 1983) (holding that an arbitral award

obtained in New York involving two foreign entities falls

under the Convention). See also, Ministry of Defense of the

Islamic Republic of Iran v. Gould, Inc., 887 F.2d 1357, 1363

(9th Cir.1989), cert. denied, 494 U.S. 1016 (1990) (holding

that the Iran-U.S.A. Claims Tribunal awards were

enforceable under the Convention).

In New York in 1958, the United Nations facilitated

the creation of an international agreement, the Conven-

tion or the New York Convention, providing for enforce-

ment of foreign arbitral awards. Party-States to the

Convention agreed to recognize arbitral awards as bind-

ing and enforce them in accordance with their own rules

of procedure. Id. 887 F.2d at 1362 citing to Article III of the

Convention. The Convention reflects the efforts of busi-

nesses involved in international trade to provide a work-

able mechanism for the swift resolution of their day-to-

day disputes. International merchants often prefer arbi-

tration over litigation because it is faster, less expensive,

private and more flexible. Bergesen, 710 F.2d at 929.

The United States attended and participated in the

1958 conference, but did not sign the Convention. Ten

years later, the Senate gave its consent, but accession was

delayed until 1970 in order for Congress to enact the

necessary implementing legislation. There was no opposi-

tion to the proposed legislation, H.R.Rep. No. 91-1181,

91st Cong., 2d Sess. 2, reprinted in 1970 U.S.Code Cong. &

Ad.News 3601, 3602, which became 9 U.S.C. §§ 201-208

(1976). Bergesen, at 929. See also, Gould, 887 F.2d at 1362;

Cargill Intern. S.A. v. M/T Pavel Dybenko, 991 F.2d 1012,

1018 (2d Cir. 1993) (reversing a dismissal for lack of

subject matter jurisdiction where petitioner made out a

prima facie claim under the Convention).

Article I(1) of the Convention provides:

This Convention shall apply to the recogni-

tion and enforcement of arbitral awards made in

the territory of a State other than the State

where the recognition and enforcement of such

awards are sought, and arising out of differ-

ences between persons, whether physical or

legal. It shall also apply to arbitral awards not

considered as domestic awards in the State where

their recognition and enforcement are sought.

[emphasis added]

In acceding to the Convention, the United States

made a declaration under Article I(3) of the Convention, 9

U.S.C. § 201, see also, Bergesen, 710 F.2d at 932-933 (citing

Presidential Proclamation 21 U.S.T. 2517, T.I.A.S. No. 6997

(1970)), reprinted at notes following 9 U.S.C. § 201:

The United States will apply the Conven-

tion, on the basis of reciprocity, to the recognition

and enforcement of only those awards made in

the territory of another Contracting State.

[emphasis added]

The implementing legislation Section 202 of Title 9

U.S.C., which is entitled “Agreement or award falling

under the Convention,” in turn provides:

An agreement or award arising out of such

a relationship which is entirely between citizens

of the United States shall be deemed not to fall

under the Convention unless that relationship

involves property located abroad, envisages perfor-

mance or enforcement abroad, or has some other

reasonable relation with one or more foreign states.

[Emphasis added]

Focusing these rules on the subject case means the

Convention applies to any arbitral award made within

the territory of a Contracting State, including the United

States, involving commercial transactions between U.S.

citizens abroad.

B. Territorial Principle Embodied in Article I(3)

Focuses on Reciprocity of Signatories Not On

Awards Made in Different Contracting States

This Court as well as the Second, the Ninth, the Fifth,

the Seventh, and the First Circuits focuses on the point

which MMP has missed. The adoption of the declaration

does not give rise to a narrow interpretation of the Con-

vention.? Bergesen, 710 F.2d at 933. Rather, the Convention

2 To the extent there is an ambiguity, if any, the 1972

implementing legislation clarifies the 1970 accession

declaration. It is well settled that a later enactment supersedes a

prior Treaty. Edye v. Robertson, 112 U.S. 580, 599 (1885) (“so far as

a treaty made by the United States with any foreign nation can

become the subject of judicial cognizance in the courts of this

country, it is subject to such acts as congress may pass for its

enforcement, modification, or repeal”); Tag v. Rogers, 267 F.2d

664, 667-668 (D.C.Cir. 1959) (Mr. Justice Burton, retired), cert.

denied, 362 U.S. 904 (1960) (holding the treaties and statutes are

on the same level and, thus the latest action expresses the

controlling law):

Once a policy has been declared in a treaty or statute,

it is the duty of the federal courts to accept as law the

latest expression of policy made by the constitutionally

authorized policy-making authority ...When,...a

constitutional agency adopts a policy contrary to a

should be interpreted broadly to effectuate its purpose.

Bergesen, 710 F.2d at 933; Cargill, 991 F.2d at 1018; both

citing to Scherk v. Alberto Culver Co., 417 U.S. 506, 520 n.

15 (1974), rehearing denied, 419 U.S. 885 (1974), and other

cases.

This Court has taught the intended purpose of the

Convention is to encourage the recognition and enforce-

ment of commercial arbitration agreements in interna-

tional contracts, Scherk, 417 U.S. at 520 n. 15 (an

international commercial agreement to arbitrate a dispute

under the ICC Court rules in Paris, France, should be

respected and enforced by the U.S. courts despite alleged

violations of U.S. securities laws):

The goal of the Convention, and the princi-

pal purpose underlying American adoption and

implementation of it, was to encourage the recog-

nition and enforcement of commercial arbitration

agreements in international contracts and to unify

the standards by which agreements to arbitrate

are observed and arbitral awards are enforced in

the signatory countries. See Convention on the Rec-

ognition and Enforcement of Foreign Arbitral

Awards, S. Exec. Doc. E, 90th Cong., 2d Sess.

(1968); Quigley, Accession by the United States to

the United Nations Convention on the Recognition

and Enforcement of Foreign Arbitral Awards, 70

Yale L.J. 1049 (1961). [emphasis added]

The Second Circuit applied that purpose in Bergesen,

710 F.2d at 933, and held that Congress spelled out the

_.trend in international law or to a treaty or prior

“statute, the courts must accept the latest act of that

agency. [emphasis added]

definition of what constitutes a non-domestic award

under Article I(1) in the implementing legislation embod-

ied in 9 U.S.C. § 202:

The legislative history of this provision [9

U.S.C. § 202] indicates that it was intended to

ensure that “an agreement or award arising out

of a legal relationship exclusively between citi-

zens of the United States is not enforceable

under the Convention in [United States] courts

unless it has a reasonable relation with a foreign

state.” H.R.Rep. No. 91-1181, 91st Cong., 2d Sess.

2, reprinted in 1970 U.S.Code Cong. & Ad.News

3601, 3602. Inasmuch as it was apparently left to

each state to define which awards were to be

considered nondomestic, see Pisar at 18, Congress

spelled out its definition of that concept in section

202. Had Congress desired to exclude arbitral

awards involving two foreign parties rendered

within the United States from enforcement by our

courts it could readily have done so. It did not. See

Sumitomo Corp. v. Parakopi Compania Maritima,

477 F.Supp. 737, 741 (S.D.N.Y. 1979), aff'd mem.,

620 F.2d 286 (2d Cir. 1980); Aksen, American

Arbitration Accession Arrives in the Age of

Aquarius: United States Implements United Nations

Convention on the Recognition and Enforcement of

Foreign Arbitral Awards, 3 Sw.U.L.Rev. 1, 16

(1971) (Under implementing legislation Conven-

tion should apply when foreign contacts are

substantial, i.e., “where a foreign person or cor-

poration is a party to an agreement involving

foreign performance, or where the business deal

has some other ‘reasonable relation with one or more

foreign states.’ ”); see also McMahon at 740-43.

[emphasis added]

The Ninth Circuit applied the same purpose in Gould,

887 F.2d at 1362. Construing the territorial provision of

Article (3), Gould, at 1362, held that jurisdictional

requirements under the Convention are satisfied for an

award issued in The Hague, Netherlands, because

Netherlands is a Contracting state:

The United States imposes an additional

related condition on the award: it must be “made

in the territory of another Contracting State”, 21

U.S.T. 2566, reprinted at notes following 9

U.S.C.A. Sec. 201. Because of the “shall apply”

language of Article I, we read these requirements

into the jurisdictional mandate of section 203.

The Tribunal’s award satisfies these require-

ments as well. That is, the Tribunal sits at The

Hague, which is in the Netherlands, which is a

contracting State. In addition, the award is obvi-

ously not domestic in nature because Iran is one

of the parties to the agreement. [emphasis

added]

The Fifth Circuit explained Congress’ purpose in

adopting the Article I(3) declaration in National Iranian

Oil Co. (NIOC) v. Ashland Oil, Inc., 817 F.2d 326 (5th Cir.

1987), cert. denied, 484 U.S. 943 (1987). Upholding an

agreement between Iranian and U.S. companies to hold

arbitration in Iran, NIOC, at 335, held that concerned with

reciprocity, Congress’ purpose in adopting the Article I(3)

declaration was to allow signatory States to reap the

benefits of the Convention, and thus to give further

incentives to non-signatory States to join:

When the United States adhered to the Con-

vention, it expressly chose the option available

in Article I(3), to “apply the Convention, on the

basis of reciprocity, to the recognition and

enforcement of only those awards made in the

territory of another Contracting State.” Declara-

tion (emphasis added). While the House and

Senate Committee reports do not inform us as to

the purpose of adopting this reservation, its pur-

| pose seems obvious. Concerned with reciprocity,

| Congress must have meant only to allow sig-

: natories to partake of the Convention's benefits in

U.S. courts and thus to give further incentives to ~

non-signatory nations to adhere to the Conven-

: tion. [emphasis added]

See also, E.A.S.T., Inc. of Stamford, Connecticut v. M/V Alaia,

876 F.2d 1168, 1172 (5th Cir. 1989) (holding an agreement

involving a party from a non-signatory State falls under

the Convention since the agreement provides that arbitra-

tion will occur within a signatory State):

The principle of reciprocity is thus con-

cerned with the forum in which the arbitration

will occur and whether that forum state is a signa-

tory to the convention — not whether both parties

to the dispute are nationals of signatory states.

La Societe Nationale pour la Recherche, la Produc-

tion, le Transport, la Transformation et la Commer-

cialisation des Hydrocarbures v. Shaheen Natural

Resources, Inc., 585 F.Supp 57, 64 (S.D.N.Y. 1983),

affirmed on basis of district court opinion, 733 F.2d

260 (2d Cir. 1984), cert. denied, 469 U.S. 883

(1984). [emphasis added]

The First Circuit dealt with the scope of the Conven-

tion and the U.S. declaration un~ er the Article I(3) in the

context of jurisdictional analysis involving a request for

arbitration. Ledee v. Ceramiche Ragno, 684 F.2d 184, 186-187

(1st Cir. 1982), construed the Convention Articles I(1) and

I(3) to ask whether the agreement provides for arbitration

“in the territory of a signatory of the Convention,”

affirmed a dismissal based on an agreement to arbitrate a

dispute in Italy, a signatory of the Convention, and set

out the following test:

(1) Is there an agreement in writing to arbitrate

the subject of the dispute? Convention, Articles

TI(1), I(2).

(2) Does the agreement provide for arbitration

in the territory of a signatory of the Convention?

Convention, Article I(1), I(3); 9 U.S.C. § 206; Dec-

laration of the United States upon accession, . . . 9

U.S.C.A. at 154 n.29 (1982 Supp.)

(3) Does the agreement arise out of a legal

relationship, whether contractual or not, which

is considered as commercial? Convention, Arti-

cle 1(3); 9 U.S.C. § 202.

(4) Is a party to the agreement not an Ameri-

can citizen or does the commercial relationship have

some reasonable relation with one or more foreign

states? 9 U.S.C. § 202. [emphasis added, parallel

citations omitted]

See also, Sedco v. Petroleos Mexicanos Mexican National Oil

Co. (Pemex), 767 F.2d 1140, 1144-1145 (5th Cir. 1985); Ten-

nessee Imports, Inc. v. Filippi, 745 F.Supp. 1314, 1321-1322

(M.D. Tenn. 1990); Corcoran v. Ardra Insurance Co., Lid.,

657 F.Supp. 1223, 1227 (S.D.N.Y. 1987), appeal dismissed,

842 F.2d 31 (2nd Cir. 1988), all applying the Ledee test. See

also, Fuller Co. v. Compagnie Des Bauxites De Guinee, 421

F.Supp. 938 (W.D.Pa. 1976).5

The cited precedent magnifies the point missed by

MMP. The avowed purpose of the Convention to encour-

age the recognition and enforcement of international

commercial arbitration agreements is met by enforcing in

the United States, the American-made arbitral award

involving transactions in Poland between U.S. citizens.

As the United States is a signatory to the Convention, the

awards made in its territory, for its citizens, may not be

excluded from the Convention. Any other result plainly

contradicts the implementing legislation embodied in 9

U.S.C. § 202. Cf., Scherk, 417 U.S. at 520 n. 15: “Congress

passed Chapter 2 of the United States Arbitration Act, 9

U.S.C. § 201 et seq., in order to implement the Convention.

Section 1 of the new chapter, 9 U.S.C. § 201, provides

unequivocally that the Convention ‘shall be enforced in

United States courts in accordance with this chapter.’ ”

[emphasis added]

3 A request to commence arbitration springs from the same

well as the right to enforce the resulting arbitral award, i.e. the

parties’ agreement to arbitrate. An unconfirmed award is a

contract right which may be used as the basis for a cause of

action. A request to commence arbitration runs from the

arbitration clause in a contract. An action to confirm an arbitral

award after a losing party reneges (as here) runs from the

identical arbitration clause in the contract. Moreover, a request

for arbitration carries no force without enforcement. By

definition, a contract is an enforceable promise, and thus there

can be no valid contract without meaningful enforcement.

The interpretation of Section 202 as urged by MMP is

impermissibly narrow. Manifestly, many global com-

panies take advantage of arbitration to resolve interna-

tional commercial disputes within the territory of the

United States. To hold, as MMP asks here, that these

companies must go elsewhere to enforce American-made

awards is inefficient and limits the choices available for

enforcement. Indeed, MMP’s reasoning places the pur-

pose of the Convention on the horns of a dilemma. Under

one choice, Lander would have to confirm the award in

Poland, or Canada, or France, or anywhere but the

United States to fall under the Convention. Since MMP

probably has no assets in any of these States, Lander

would have to get a foreign judgment under the Conven-

tion, say in Poland (a signatory to the Convention) which

would then have to be recognized in the U.S. courts

through an additional mechanism for recognition of for-

eign judgments. This undoubtedly means further delay

and additional costs: the very results which the Conven-

tion and its implementing Chapter 2 of the FAA work

hard to avoid. Under another choice, Lander would have

to specify a non-U.S. forum to conduct the arbitration so

as to obtain the benefits of U.S. courts for enforcement of

the award under the Convention. Manifestly, this option

is especially unfair to U.S. citizens, since it forces them to

arbitrate abroad to take advantage of home court during

enforcement. Again, this spawns costly delays.

C. MMP May Not Have the New York Convention

construed for U.S. Citizens as a Limitation

Wrapped in a Restriction Inside a Qualification

MMP argues that because the award was made in

New York it cannot be enforced in the United States, and

that the Article I(3) declaration when read with Article

I(1), is conclusive that the award here is not covered by

the Convention. That is, while Article I(1) clearly pro-

vides that non-domestic awards fall under the Conven-

tion, MMP claims that Article I(3) excludes confirmation

in the territory where the award was made. Thus, MMP

asserts that as the implementing legislation in 9 U.S.C.

202 does not define “non-domestic” awards set forth in

Article I(1), U.S. citizens are limited to confirming only

foreign made awards under the Convention.

The meaning of the word “another” is ambiguous in

Article I(3), as modifying the “Contracting State.” MMP

relies on this ambiguity and hangs its entire argument on

the one interpretation of the word “another” which runs

afoul of the purpose of the Convention as taught by this

Court. The word “another”* could mean either “addi-

tional, similar” or “different.” MMP imputes the latter

* See e.g. The Random House Dictionary of English Language 85

(2d Ed. 1987), defining “another” as:

1. being one more or more of the same; further;

additional: another piece of cake. 2. different; distinct; of

a different period, place or kind: at another time;

another man. 3. very similar to; of the same kind or

category as: What we need today is another Thomas

Jefferson. 4. one more; an additional one: That first hot

dog tasted so good I'd like another. 5. a different one;

something different: going from one house to another. 6.

one like the first: one copy for her and another for

meaning to “another.” It urges that in the subject case the

Convention only applies to those awards made outside the

United States. Such reading squarely contradicts the prin-

cipal purpose underlying American adoption and imple-

mentation of the Convention. See, Scherk, 417 U.S. at 520

n. 15, supra. :

MMP would have the Convention construed for U.S.

citizens as a limitation wrapped in a restriction inside a

qualification. This cannot stand. Obstructing the enforce-

ment in the United States of American-made awards

involving transactions abroad discourages the mandated

recognition and enforcement of commercial arbitral

agreements in international contracts.5 That the restric-

tion invites expense, delay, and inefficiency into the arbi-

tration system is also at odds with the purpose. Informed

by the clear purpose of the Convention, “another” in

Article I(3) must mean “additional” or “similar”, not “dif-

ferent.” Indeed, MMP concedes this critical point because

its Petition is silent on the issue of Convention’s purpose.

PepsiCo, Inc. v. Redmond, 54 F.3d 1262, 1271 (7th Cir. 1995)

him. 7. a person other than oneself or the one

specified: He told her he loved another. [emphasis in

original]

See also, The Oxford English Dictionary (2d Ed. 1961); Webster's

Ninth New Collegiate Dictionary (9th Ed. 1983).

5 Cf., Scherk, at 516-517: “A parochial refusal by the courts

of one country to enforce an international arbitration agreement

would not only frustrate these purposes, but would invite

unseemly and mutually destructive jockeying by the parties to

secure tactical litigation advantages.” [emphasis added] That

MMP is jockeying after it lost the arbitration it started

aggravates the situation.

(“silence on the issue in its . . . brief indicates that it

concedes the point”).

MMP’s disregard for the purpose of the statute clearly

conflicts with this Court’s instruction that where the lan-

guage of the statute (or treaty) is ambiguous its purpose

informs the meaning. See, e.g., United States v. Bacto-Undisk,

394 U.S. 784, 799 (1969) (“where the statute’s language

seem[s] insufficiently precise, the ‘natural way’ to draw

the line ‘is in light of the statutory purpose’ ”, quoting SEC

v. Ralston Purina Co., 346 U.S. 119, 124-125 (1953)). The

context of the purpose and the Article I(3) language as to

reciprocity, establish that “another” deals with reciprocity,

i.e. the “additional” meaning of the word. That is, con-

cerned with reciprocity, Congress’ purpose in adopting the

Article I(3) declaration was to allow signatory States to

reap the benefits of the Convention, and thus to give

further incentives to non-signatory States to join. NIOC,

817 F.2d 326. As the United States is a signatory, the New"

York arbitral award here falls under the Convention.

The Convention itself excludes MMP’s reading. Thus,

in the first sentence of Article I(1), the “territorial”

restriction as to the awards as urged by MMP is

expressed as “awards made in the territory of a State other

than the State where the recognition and enforcement of such

awards are sought. [emphasis added].” In contrast, Article

I(3) uses “awards made only in the territory of another

Contracting State. [emphasis added].” Manifestly, had the

drafters of the Article I(3) meant to assign the meaning

urged by MMP, they would have used the same language

as that appearing in the first sentence of Article I. The

fact they did not is a strong indication of the “additional”

meaning which further defeats MMP’s interpretation.

D. Informed by its Purpose, the Convention, Its

Implementing Statute 9 U.S.C. § 202, and the

Precedent, Are in Harmony

Article I(3) and the implementing legislation of 9

U.S.C. § 202 should be read together rather than one to

the exclusion of the other. Article I(1) and the purpose of

the Convention must also be considered in the calculus.

And all of these provisions must be read together -

without conflict, and as they have been interpreted by the

courts. See e.g., Ledee v. Ceramiche Ragno, 684 F.2d 184 (1st

Cir. 1982). In this way, all material meanings agree and

the words mean what they say. Article I(1) means non-

domestic awards fall under the Convention. Article I(3)

means The United States will recognize and enforce

awards made in any Contracting State, including itself.

The precedent, as illustrated by Bergesen, 710 F.2d at 933,

Ledee, 684 F.2d at 186-187, NIOC, 817 F.2d at 335, and

others cited supra, means the courts uphold agreements

to arbitrate in international contexts, and recognize and

enforce arbitral awards under the Convention on the

basis of reciprocity. The purpose of the Convention is

fulfilled, when more non-domestic awards are recognized

and enforced rather than less. Such inclusive, consistent

reading erases MMP’s position.

Simply put, MMP’s unwarranted restrictions of the

New York Convention for U.S. citizens are trumped by

the inclusive reading of its terms, its implementing legis-

lation, and clear precedent. MMP may not avoid this

bargained-for result by arguing that courts or Congress

overrule international law. This diversion fails.

MMP similarly fails in its characterization of the clear

precedent weighing against its position. By way of exam-

ple, at page 17 of its Petition it attempts to spin the

holding of Gould, 887 F.2d 1357, citing it for the proposi-

tion that Article I(3) must be read-together with Article

I(1). However, MMP omits the next paragraph in Gould, at

1362, which explains both the effect and the reasoning of

this inclusive reading: jurisdictional requirements under

the Convention are satisfied for an award issued in The

Hague, Netherlands, because Netherlands is a Contracting

state. Finally, MMP has no response to the teaching and

holding in Ledee, 684 F.2d at 186-187, and the many cases

MMP’s silence concedes that reciprocity controls the

meaning of “another.”

Ill. A PARTY, WHO AGREES TO BINDING ARBI-

TRATION, THEN COMMENCES ARBITRATION

UNDER THE TERMS OF THE AGREEMENT AND

LOSES ON COUNTERCLAIMS HAS WAIVED

ALL JURISDICTIONAL OBJECTIONS TO THE

OTHER PARTY’S RIGHT TO JUDICIAL RELIEF

TO ENFORCE THE ARBITRAL AWARD

MMP commenced this arbitration in accord with its

agreements with Lander. The agreements provided that

the arbitration would be binding.

By commencing the arbitration and contesting it fully

to an arbitral award, MMP has waived all jurisdictional

makes a New York award non-domestic by a Dutch lawyer (see

Petition at 19).

objections to Lander’s right to judicial relief to enforce

the arbitral award.

This cannot be more eloquently expressed than was

done by Chief Judge Posner in Lander at 107 F.3d 480:

To agree to binding arbitration is to agree that if

your opponent wins the arbitration he can

obtain judicial relief if you refuse to comply

with the arbitrator’s award. Were there a rule

that no one could be ordered by a court to pay

an arbitration award unless he agreed to submit

himself to the court’s jurisdiction, the signing of

the agreement to binding arbitration would be a

waiver of the rule. To invoke arbitration pur-

suant to such an agreement, as MMP also did, is

further to agree to be bound, if necessary

through court action, by the arbitrator’s award,

provided, of course, that the award does not

have any infirmity of a sort that a court can use

to invalidate an arbitration award. Imagine

MMP’s indignation if it had won the arbitration

and Lander had denied that any court in the

United States had jurisdiction to enforce the

award (Emphasis present)

CONCLUSION

For the foregoing reasons, this Court should deny

MMP’s Petition for Writ of Certiorari.

Respectfully submitted,

ArTHUR H. SeIDeEL

Counsel of Record

Serpe, GonpA, LAVORGNA

& Monaco, P.C.

1800 Two Penn Center Plaza

Philadelphia, PA 19102

(215) 568-8383

Peter B. Rirz

1225 Gilbert Road

Meadowbrook, PA 19046

(215) 886-4083

Counsel for the Respondent

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