Rdp Technologies, Inc. v. Cambi As
800 F. Supp. 2d 127
D.D.C.2011Background
- RDP Technologies sues Cambi for breach of contract and related common law claims seeking 5% commissions on Cambi’s DCWASA payments.
- RDP allegedly persuaded DCWASA to use Cambi’s thermal hydrolysis process; Cambi promised a 5% commission on proceeds.
- DCWASA plans a $600 million upgrade; $60 million of that for Cambi’s technology; some payments to Cambi occurred.
- Cambi e-mailed a proposed agency agreement in Dec. 2008; May 2009 discussions occurred; Christy signed May 8, 2009; Cambi did not countersign.
- RDP attempted service on Cambi (Nov. 2010 at Hamilton’s home); later served via Hague Convention in Jan. 2011 in Norway.
- Cambi moves to dismiss for insufficient service, lack of ripeness, and to compel arbitration; court denies dismissal and arbitration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether service of process was sufficient | RDP properly served within 120 days under Rule 4(m). | Initial service on Keith Hamilton was invalid; Hague service remains unresolved. | Insufficient service claim rejected; service valid within time limits and constitutional requirements met. |
| Whether the claims are ripe for adjudication | Claims are ready for review given preexisting payments and benefits conferred. | Claims depend on future contract finalization with DCWASA. | RDP's restitution and contract claims are ripe; declaratory relief claim also ripe due to immediate controversy. |
| Whether amount in controversy satisfies diversity jurisdiction | Claims exceed $75,000 given potential 5% of a $60 million contract. | Plaintiff must show actual damages exceed $75,000. | Court declines to dismiss for lack of jurisdiction; allegations show potential recovery in excess of $75,000. |
| Whether the arbitration clause is enforceable and the dispute should be arbitrated | There was a valid arbitration agreement embedded in the agency agreement. | No valid contract exists; formation issues should be decided by court; arbitration clause unenforceable. | Arbitration compelled? No; contract formation questions resolveability: no valid written contract formed; arbitration denied. |
Key Cases Cited
- Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440 (2006) (validity of contract vs. arbitration clause; formation challenges go to court)
- Granite Rock Co. v. International Bhd. of Teamsters, 130 S. Ct. 2847 (2010) (formation of arbitration agreement is a judicial question)
- National Railroad Passenger Corp. v. Boston & Maine Corp., 850 F.2d 756 (D.C.Cir.1988) (issues of formation must be decided by courts; arbitration threshold)
- Bailey v. Fed. Nat'l Mortg. Ass'n, 209 F.3d 740 (D.C.Cir.2000) (mutual assent to arbitration; existence of agreement to arbitrate)
- Par-Knit Mills v. Stockbridge Fabrics Co., 636 F.2d 51 (3d Cir.1980) (arbitration depends on contract existence and assent)