Tallakoy, LP v. Black Fire Energy, Inc.
680 F. App'x 441
| 6th Cir. | 2017Background
- Tallakoy investment entities sued Black Fire alleging fraud related to a mining investment and entered into a Revenue Participation Agreement (RPA) that required arbitration under AAA rules.
- District court in Tallakoy I dismissed the complaint for lack of jurisdiction and ordered arbitration; Tallakoy proceeded with a solo arbitration without Black Fire’s participation.
- Arbitrator issued an award dated September 23, 2014; Tallakoy sought enforcement; Black Fire asserted it first learned of the award in late October/November 2014.
- Tallakoy filed a new federal complaint to enforce the award on December 23, 2014 (Tallakoy II). Black Fire moved to dismiss (arguing the award was invalid/unenforceable) which the district court treated as a motion to vacate and denied as untimely.
- Black Fire moved under Rules 59(e) and 60(b); the district court denied relief. The Sixth Circuit reversed and remanded for factual findings on when the FAA three‑month limitation to challenge an award began to run (i.e., when the award was “filed or delivered”).
Issues
| Issue | Plaintiff's Argument (Tallakoy) | Defendant's Argument (Black Fire) | Held |
|---|---|---|---|
| When did the FAA §12 three‑month period to challenge an arbitration award begin? | The award was filed/delivered earlier (including issuance date or various mail/delivery dates in Oct–Nov 2014), making Black Fire’s March 2015 challenge untimely. | The three‑month period began when Tallakoy filed the award in Tallakoy II (Dec 23, 2014), so Black Fire’s March 4, 2015 challenge was timely. | Reversed district court; remanded to make factual findings about the actual date(s) the award was filed or delivered (Sept 23 vs. Oct/Nov vs. Dec 23). |
| Whether issuance date alone satisfies FAA §12 filing/delivery requirement | Tallakoy implied issuance could suffice or that award was mailed earlier. | Black Fire argued issuance ≠ filing/delivery absent evidence; statute contemplates filing or delivery separate from issuance. | Court rejected automatic equivalence of issuance and filing/delivery and found no evidence issuance equaled delivery on Sept 23, 2014. |
| Whether district court correctly treated Dismissal motion as untimely motion to vacate | Tallakoy maintained award was properly filed/delivered earlier so challenge was untimely. | Black Fire argued district court erred on the start date determination and timing. | Court held district court’s factual finding that delivery occurred Sept 23 was clearly erroneous; remanded for factfinding about actual delivery dates. |
| Whether merits of award invalidity must be addressed now | Tallakoy urged that award was enforceable and that timing foreclosed challenge. | Black Fire sought vacatur on grounds award violated RPA, AAA rules, court order, and FAA. | Court did not decide validity/substance of award because timeliness (filing/delivery) unresolved; remanded for further proceedings. |
Key Cases Cited
- Bennett v. Spear, 520 U.S. 154 (U.S. 1997) (statutory interpretation principle: give effect to each word/phrase).
- Nolfi v. Ohio Ky. Oil Corp., 675 F.3d 538 (6th Cir. 2012) (standard of review for Rule 59(e) motions).
- Intera Corp. v. Henderson, 428 F.3d 605 (6th Cir. 2005) (standards for Rule 59(e) relief).
- In re Robinson, 326 F.3d 767 (6th Cir. 2003) (discussed timing of §12 challenges but did not define ‘filed’).
- Taylor v. Nelson, 788 F.2d 220 (4th Cir. 1986) (used issuance date in determining timeliness but did not analyze ‘filed’ meaning).
- Olson v. Wexford Clearing Servs. Corp., 397 F.3d 488 (7th Cir. 2005) (court used issuance date only where record supported that issuance equaled filing/delivery).
- Sargent v. Paine Webber Jackson & Curtis, Inc., 882 F.2d 529 (D.C. Cir. 1989) (used delivery date rather than issuance date to start §12 period).
- Parsons, Brinckerhoff, Quade & Douglas, Inc. v. Palmetto Bridge Constructors, 647 F. Supp. 2d 587 (D. Md. 2009) (distinguished finality of decision from filing/delivery date issue).