GT Commodities LLC v. IXM S.A.
1:24-cv-08499
| S.D.N.Y. | Aug 5, 2025Background
- GT Commodities LLC (GT), a Connecticut-based buyer, and IXM S.A. (IXM), a Swiss seller, entered negotiations in mid-2024 for an aluminum purchase of 30,000 metric tonnes in two shipments.
- The key contractual document was the August Contract Confirmation, which specified price calculation terms, U.S. delivery, New York law, and AAA arbitration in New York.
- GT accepted the commercial terms of the August Contract Confirmation but raised questions about finalizing general terms and conditions (GTCs); IXM agreed to finalize GTCs later.
- IXM delivered the first shipment and billed GT, but a dispute arose when IXM claimed an error in the Quotational Period (QP) pricing, producing a revised contract.
- GT initiated AAA arbitration to resolve the pricing dispute; IXM moved to enjoin arbitration, arguing that the contract (and arbitration agreement) was never truly formed.
Issues
| Issue | Plaintiff’s Argument | Defendant’s Argument | Held |
|---|---|---|---|
| Whether the parties agreed to arbitrate | GT: The August Contract Confirmation and subsequent emails show mutual assent to arbitrate under AAA in NY | IXM: No complete contract existed due to incomplete GTCs and disagreement over price | The parties objectively agreed to arbitrate under the August Contract Confirmation |
| Whether incomplete GTCs negate agreement | GT: GTCs were to be finalized later; the agreement to arbitrate stood independently | IXM: No full contract as GTCs remained unsettled | Lack of finalized GTCs does not void the arbitration agreement |
| Whether the pricing dispute is arbitrable | GT: Price disagreement falls under the arbitration clause | IXM: Price, a material term, was never agreed, so no arbitration | Price disagreement is subject to arbitration under broad clause |
| Governing law and contract formation | GT: Both NY law and CISG compel arbitration based on mutual assent and the terms | IXM: Unclear which law applies, no signed contract | Both NY law and CISG validate formation and enforce arbitration clause |
Key Cases Cited
- Olin Holdings Ltd. v. State of Libya, 73 F.4th 92 (2d Cir. 2023) (court determines if an arbitration agreement exists before compelling arbitration)
- Cassirer v. Thyssen-Bornemisza Collection Foundation, 596 U.S. 107 (2022) (diversity cases require application of forum state's choice-of-law rules)
- Wu v. Uber Techs., Inc., 260 N.E.3d 1060 (N.Y. 2024) (objective manifestation of mutual assent required for contract formation in NY)
- Rent-A-Ctr., W., Inc. v. Jackson, 561 U.S. 63 (2010) (severability doctrine: arbitration agreement enforceable independently from the rest of the contract)