Tricon Energy Limited v. Vinmar International, Ltd
2013 U.S. App. LEXIS 9110
| 5th Cir. | 2013Background
- Vinmar agreed to buy 5000 metric tons of mixed xylene from Tricon via broker-confirmed pricing; contract formed when broker matched bids.
- A four-page contract with arbitration clause circulated; signature blocks remained blank.
- Vinmar and Tricon exchanged markup and comments; industry practice suggested adding terms without signing the core deal.
- In July 2008, price drop led to disputes over origin and delivery; Vinmar refused to declare U.S.-origin MX and Tricon couldn't satisfy delivery window.
- Arbitration panel found a binding contract including arbitration terms, awarded damages plus post-award interest at 8.5% and costs; district court later awarded postjudgment interest at statutory rate.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the parties formed a binding arbitration agreement | Vinmar contends no arbitration agreement was formed | Tricon argues assent to arbitration terms occurred through conduct and communications | Yes; binding arbitration agreement formed |
| Whether the arbitration award included a non-statutory postjudgment interest rate | Vinmar argues the panel awarded postjudgment interest at a non-statutory rate | Tricon argues the arbitrators intended a non-statutory rate via the award | Arbitrators awarded post-award interest, not postjudgment interest; statutory rate governs postjudgment interest |
| Whether unsigned signature blocks negated contract binding | Vinmar contends unsigned blocks show lack of binding agreement | Tricon argues assent existed through negotiations and industry practice regardless of signatures | Unsigned blocks did not prevent a binding agreement to arbitrate |
Key Cases Cited
- First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995) (arbitrability determined by contract and law; not a rulebound mandate)
- Newmont U.S.A. Ltd. v. Insurance Co. of North America, 615 F.3d 1268 (10th Cir. 2010) (arbitration panel may determine whether parties contracted for a non-statutory postjudgment rate)
- Durga Ma Corp. v. Durga Ma Corp., 387 F.3d 1021 (9th Cir. 2004) (arbitration award stating statutory rate may not imply postjudgment rate)
- Westinghouse Credit Corp. v. D’Urso, 371 F.3d 96 (2d Cir. 2004) (language about interest from award date may be insufficient to displace §1961)
- Hymel v. UNC, Inc., 994 F.2d 260 (5th Cir. 1993) (contractual interest may apply post-judgment if language unambiguously extends to judgment)
- Riebesell v. Johnson, 586 F.3d 782 (10th Cir. 2009) (merger doctrine and contractual interest rates in post-judgment context)
- Scaife v. Associated Air Ctr., Inc., 100 F.3d 406 (5th Cir. 1996) (intent and signature issues in contract formation; writings may suffice)
- Carte Blanche (Singapore) Pte., Ltd. v. Carte Blanche Int’l, Ltd., 888 F.2d 260 (2d Cir. 1989) (arbitration awards and post-judgment interest distinctions)