Trina Solar US, Inc. v. Jasmin Solar Pty Ltd, 954 F.3d 567

Jasmin Solar Pty Ltd (Australia) sought to purchase solar panels from Trina Solar US; Trina required a U.S. counterparty, so Jasmin authorized JRC-Services LLC (Nevada) to act as its agent for dealings with Trina.
Trina and JRC executed a New York–governed Contract naming Trina as "Seller" and JRC as "Buyer"; Jasmin was not a signatory and was mentioned only as JRC’s parent and a guarantor of payment.
The Contract included a bilateral arbitration clause covering disputes "between the parties" and a clause stating no nonparty has enforcement rights.
Trina treated JRC as its client and removed Jasmin from the equation; Jasmin nevertheless communicated about deliveries and agreed to pay invoices for panels delivered to JRC.
After delivery disputes, Trina initiated arbitration against JRC and Jasmin; Jasmin declined to participate and the arbitrator entered a joint and several award against JRC and Jasmin.
The district court confirmed the award as to both defendants; on appeal the Second Circuit reviewed whether Jasmin, a nonsignatory, was bound under agency or the direct-benefits estoppel theory.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Jasmin is bound as a disclosed principal under agency	Trina: JRC acted as Jasmin’s agent and the contract should bind Jasmin as principal	Jasmin: Contract is bilateral (Trina and JRC), explicitly excludes third parties; Jasmin not party or principal	Reversed as to Jasmin — contract language and structure show Jasmin was explicitly excluded; agency theory fails
Whether Jasmin is estopped under direct-benefits theory to avoid arbitration	Trina: Jasmin knowingly exploited the Trina–JRC agreement and received its benefits, so it must arbitrate	Jasmin: Any benefit flowed indirectly; Jasmin never invoked the contract’s rights and the contract gives no direct benefit to nonparties	Reversed as to Jasmin — benefits were not directly traced to the contract and Jasmin did not invoke contractual rights; estoppel fails

Thomson-CSF, S.A. v. Am. Arbitration Ass’n, 64 F.3d 773 (2d Cir. 1995) (identifies doctrines for binding nonsignatories to arbitration agreements)
MAG Portfolio Consult, GMBH v. Merlin Biomed Grp. LLC, 268 F.3d 58 (2d Cir. 2001) (direct-benefits estoppel requires benefits flowing directly from the agreement)
Belzberg v. Verus Invs. Holdings Inc., 21 N.Y.3d 626 (N.Y. 2013) (New York guidance on tracing benefits to an agreement for estoppel)
Am. Bureau of Shipping v. Tencara Shipyard S.P.A., 170 F.3d 349 (2d Cir. 1999) (nonsignatory must invoke contract or receive an express contractual benefit)
Deloitte Noraudit A/S v. Deloitte Haskins & Sells, U.S., 9 F.3d 1060 (2d Cir. 1993) (nonsignatory cannot be compelled to arbitrate absent direct contractual nexus)
Smith/Enron Cogeneration Ltd. P’ship, Inc. v. Smith Cogeneration Int’l, Inc., 198 F.3d 88 (2d Cir. 1999) (arbitration-nonsignatory analyses are fact-specific)
First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (U.S. 1995) (standards for reviewing arbitrability and who decides arbitrability)
Republic of Ecuador v. Chevron Corp., 638 F.3d 384 (2d Cir. 2011) (de novo review principles for arbitrability questions)
De Remer v. Brown, 165 N.Y. 410 (N.Y. 1901) (an agent authorized to bind a principal may nevertheless undertake personal obligations separate from the principal)