GT Commodities LLC v. IXM S.A., 1:24-cv-08499

GT Commodities LLC (GT), a Connecticut-based metal trading company, and IXM S.A. (IXM), a Swiss company, negotiated the sale of 30,000 metric tonnes of aluminum, with delivery in two shipments.
Their written exchange confirmed agreement on key commercial terms, referencing an IXM-drafted Contract Confirmation that incorporated an arbitration clause governed by New York law.
Both parties proceeded to perform under the agreement, with IXM delivering the first shipment and a pricing dispute arising over which month was the correct quotational period for setting the price.
GT initiated arbitration per the contract’s AAA/New York arbitration clause; IXM refused, claiming no binding agreement to arbitrate existed due to unresolved terms and alleged errors in price terms.
GT sought to compel arbitration in U.S. District Court; IXM sought to enjoin arbitration.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Existence of Arbitration Agreement	The email exchange and agreement to the Contract Confirmation, including arbitration, binds both parties.	The parties never finalized all terms, especially GTCs (general terms and conditions), so no binding agreement, including arbitration, exists.	There was sufficient mutual assent to the arbitration clause, making it binding.
Choice of Law	New York law applies per contract choice-of-law clause.	CISG or unresolved law applies; enforceability not established under NY law.	NY law (or CISG) yields same result; agreement to arbitrate is enforceable.
Effect of Unresolved Terms	Unfinalized GTCs do not negate the arbitration agreement, as the core deal was formed and GTCs were not material to arbitration.	Failure to agree on GTCs means no agreement to arbitrate or contract at all.	Open GTCs do not affect the enforceability of the arbitration agreement.
Arbitrability of Price Dispute	Dispute over price falls within broad arbitration agreement.	No valid contract or agreement to arbitrate, so arbitration cannot proceed.	Price dispute is within arbitration clause’s scope and must be arbitrated.

Olin Holdings Ltd. v. State of Libya, 73 F.4th 92 (agreement must exist to compel arbitration; formation is judicial question)
Wu v. Uber Techs., Inc., 260 N.E.3d 1060 (objective manifestation of assent suffices for contract formation under NY law)
Cassirer v. Thyssen-Bornemisza Collection Found., 596 U.S. 107 (federal court in diversity applies forum state's choice-of-law rules)
Rent-A-Ctr., W., Inc. v. Jackson, 561 U.S. 63 (challenge to contract as a whole does not bar enforcement of specific arbitration agreement)
Matter of Allstate Ins. Co. (Stolarz), 613 N.E.2d 936 (NY conflict-of-law analysis begins by assessing actual conflicts)