Global Gold Mining LLC v. Caldera Resources, Inc.
941 F. Supp. 2d 374
S.D.N.Y.2013Background
- Petitioners seek to confirm a March 29, 2012 Partial Final Award arising from AAA Case No. 50-180-00674-10 against Respondent Caldera Resources, Inc.
- Marjan Property dispute arises from a December 18, 2009 letter agreement and a March 24, 2010 Joint Venture Agreement (JV) to form Marjan-Caldera Mining LLC in Armenia.
- JV initially allocates 55% to Caldera and 45% to Global Gold; LLC Agreement governs governance and required unanimous consent for major actions.
- Judge Cahn issued a Partial Final Award finding the JV did not come into effect (or, if effective, Caldera breached), and ordered property reversion to Global Gold with potential royalties and repayment of certain sums.
- Petitioners moved to confirm Paragraph 1 (liability/ownership outcome); Respondent sought vacatur or modification on multiple grounds.
- Court confirms Paragraph 1 in large part, denies Paragraphs 2–3 (damages) without prejudice, and vacatur arguments are rejected.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Paragraph 1 is a final, confirmable liability award | Global Gold: liability finding is final; bifurcated from damages per consent. | Caldera: issues on damages/ownership remain unsettled; Paragraph 1 may be final but others not. | Yes; Paragraph 1 is final and confirmable. |
| Whether Paragraphs 2 and 3 (damages) can be confirmed now | Petitioners contend only Paragraph 1 is before court; 2–3 not final. | Caldera argues 2–3 are final damages determinations. | Denied without prejudice; not sufficiently definite to confirm now. |
| Whether the award can be vacated on manifest disregard, ex parte communications, authority, or AAA-rule grounds | Global Gold argues no vacatur grounds apply; award properly issued. | Caldera asserts manifest disregard, improper communications, exceeded powers, AAA violations. | Dismissed; vacatur denied on all grounds presented. |
| Whether the arbitrator exceeded his powers by reviewing TSX-V approval or similar issues | Respondent argues improper review of TSX-V decision; court should limit review to arbitral power. | Caldera contends TSX-V approval was a condition precedent; arbitrator acted within power to determine it. | Within power; arbitrator properly determined TSX-V approval status per contract. |
| Whether the case requires modification or partial confirmation under applicable FAA standards | FAA presumes confirmation; partial final award can be confirmed to extent final. | Vacatur and modification theories seek broader relief. | Partial confirmation appropriate; modification limited to Paragraph 1; 2–3 remain unresolved. |
Key Cases Cited
- Jock v. Sterling Jewelers Inc., 646 F.3d 113 (2d Cir. 2011) (strong presumption in favor of confirming arbitral awards)
- Duferco Int'l Steel Trading v. T. Klaveness Shipping A/S, 333 F.3d 383 (2d Cir. 2003) (arbitrator review limits; power focus not correctness)
- Zeiler v. Deitsch, 500 F.3d 157 (2d Cir. 2007) (finality of partial awards when separable; bifurcation)
- Rosen Assocs., Ltd. v. Webb, 473 F.3d 498 (2d Cir. 2007) (court may confirm award or parts thereof; severable claims)
- Andrea Doreen, Ltd. v. Building Material Local Union 282, 250 F. Supp. 2d 107 (E.D.N.Y. 2003) (finality of bifurcated liability/damages concepts)
- Andros Compania Maritima, S.A. v. Marc Rich & Co., A.G., 579 F.2d 691 (2d Cir. 1978) (arbitration review principles)
- Szabo's Estate, 10 N.Y.2d 94 (N.Y. 1961) (delivery/acceptance concepts in transfers (as cited))