Outokumpu Stainless USA, LLC v. Converteam SAS, 902 F.3d 1316

Background

Outokumpu (buyer) sued GE Energy (motor subcontractor) in Alabama state court after motors supplied for Outokumpu’s cold rolling mills failed. Fives was the prime seller under three contracts with Outokumpu that included an ICC arbitration clause in Dusseldorf and a subcontractor list naming GE Energy.
GE Energy removed the case to federal court under the New York Convention (9 U.S.C. §§201–208) and sought to compel arbitration; Outokumpu moved to remand and for limited discovery into the consortial/subcontractor arrangements.
A separate Consortial Agreement among Fives, GE Energy, and DMS (entered after the Outokumpu–Fives contracts) recited that the Outokumpu–Fives contract terms would apply mutatis mutandis to consortium members and contained its own ICC arbitration clause (Paris).
The district court denied remand, denied the limited discovery request, granted GE Energy’s motion to compel arbitration, and dismissed the suit. The Eleventh Circuit reviewed jurisdiction and the motion to compel de novo and the discovery denial for abuse of discretion.
The Eleventh Circuit affirmed denial of remand and discovery, but reversed the order compelling arbitration and remanded for further proceedings.

Issues

Issue	Outokumpu's Argument	GE Energy's Argument	Held
Whether the suit may be removed under §205 because it “relates to” an arbitration agreement falling under the Convention	Removal improper: GE Energy is a non‑signatory; the arbitration agreement does not relate to this suit	Removal proper: the arbitration clauses in the Outokumpu–Fives contracts could conceivably affect the outcome, so §205 jurisdiction exists	Removal proper: court adopts broad “relates to” test (agreement need only conceivably affect outcome); denial of remand affirmed
Whether GE Energy (a non‑signatory) can compel Outokumpu to arbitrate under the New York Convention	Non‑signatory cannot compel arbitration absent a signed agreement between the parties or their privities	GE Energy can compel arbitration based on contract definitions, consortium agreement, estoppel/agency/third‑party beneficiary theories	Reversed: under the Convention an “agreement in writing” must be signed by the parties (or their privities/exchange of writings); GE Energy, not a signatory, cannot compel arbitration under Chapter 2 /
Whether the district court properly applied the Bautista factors at removal vs. at a motion to compel	Bautista factors require full probing at both stages	Removing party need only present a non‑frivolous claim on the pleadings that the arbitration agreement falls under the Convention; a more rigorous Bautista analysis applies when compelling arbitration	Two‑step approach: limited four‑corners Bautista inquiry for jurisdiction/removal; fuller Bautista analysis required when deciding a motion to compel
Whether limited discovery into the consortial/corporate relationships was required before deciding arbitration	Discovery necessary to establish agency/consortium links that could bind GE Energy	Discovery unnecessary given pleadings and agreements presented	Denial of limited discovery affirmed (no abuse of discretion)

Key Cases Cited

Beiser v. Weyler, 284 F.3d 665 (5th Cir. 2002) (adopts broad “relates to” test: removal proper when arbitration could conceivably affect outcome)
Bautista v. Star Cruises, 396 F.3d 1289 (11th Cir. 2005) (articulates four‑factor test for Convention applicability and distinguishes limited removal inquiry from fuller compel analysis)
Sarhank Grp. v. Oracle Corp., 404 F.3d 657 (2d Cir. 2005) (supports bifurcated approach to Convention jurisdiction and merits)
Infuturia Glob. Ltd. v. Sequus Pharm., Inc., 631 F.3d 1133 (9th Cir. 2011) (joins Beiser on broad “relates to” construction)
Reid v. Doe Run Res. Corp., 701 F.3d 840 (8th Cir. 2012) (aligns with Fifth and Ninth Circuits on §205 removability standard)
Czarina, L.L.C. v. W.F. Poe Syndicate, 358 F.3d 1286 (11th Cir. 2004) (unsigned/sample wording does not satisfy Convention’s “agreement in writing” requirement)
Yang v. Majestic Blue Fisheries, LLC, 876 F.3d 996 (9th Cir. 2017) (requires signature for Convention “agreement in writing” when compelling arbitration)
Standard Bent Glass Corp. v. Glassrobots Oy, 333 F.3d 440 (3d Cir. 2003) (interprets Article II signature requirement)