OPINION AND ORDER
The pending petitions in this case arise out of a Stock Purchase Agreement governing the sale of certain entities by Respondent Offshore Exploration and Production, LLC (“Offshore”), to Petitioners, Ecopetrol S.A. (“Ecopetrol”) and Korea National Oil Corporation (“KNOC”). The Stock Purchase Agreement requires that Offshore hold Ecopetrol and KNOC (together, the “Purchasers”) harmless against various taxes assessed against the entities that the Purchasers acquired. The Stock Purchase Agreement also requires that Offshore pay any taxes that the acquired entities contest prior to or upon the commencement of any contest proceedings, and that the parties arbitrate disputes arising out of or related to the Stock Purchase Agreement.
After Offshore objected to indemnification claims for over $75 million in tax liabilities assessed against an entity that the Purchasers acquired pursuant to the Stock Purchase Agreement, the parties arbitrated Offshore’s liability under the Stock Purchase Agreement. On April 15, 2013, the arbitral panel issued an Interim Award requiring that Offshore reimburse the Purchasers for the full amount of those indemnification claims. Offshore attempted to satisfy the Interim Award with funds placed in escrow pursuant to the Stock Purchase Agreement; however, the Purchasers objected and sought a supplemental award declaring that Offshore’s attempt to satisfy the Interim Award with escrowed funds was ineffective. On December 3, 2013, the arbitral panel issued a Supplemental Interim Award concluding that Offshore was not permitted to satisfy the Interim Award with escrowed funds.
The Purchasers now seek to confirm the Interim Award and the Supplemental Interim Award, and to have the awards entered as a judgment of this Court under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “Convention”), and the Federal Arbitration Act (“FAA”), 9 U.S.C. § 207. Offshore opposes confirmation of both arbitral awards, and also petitions to vacate the Supplemental Interim Award.
This Court has jurisdiction under the Convention, 9 U.S.C. § 203, and under 28 U.S.C. § 1332 based on diversity of citizenship. For the reasons explained below, the Purchasers’ petition to confirm the Interim Award and Supplemental Interim Award is granted, and Offshore’s cross-petition to vacate the Supplemental Interim Award is denied.
I.
The Court assumes the parties’ familiarity with the factual background and procedural history set forth in connection with the parties’ previous cross-motions for declaratory judgment and for a stay pending arbitration in Offshore Exploration & Prod. LLC v. Morgan Stanley Private Bank, N.A.,
On December 29, 2008, Offshore entered into a Stock Purchase Agreement with the Purchasers. Pursuant to the Stock Purchase Agreement, Offshore sold to the Purchasers all of the issued and outstanding common stock of its subsidiary, Offshore International Group, Inc., and each of Offshore International Group’s subsidiaries. Under the Stock Purchase Agreement, Offshore must “indemnify and defend the Purchaser Indem-nitees and hold the Purchaser Indemni-tees harmless from and against” various taxes that the subsidiaries might owe. (Stock Purchase Agreement (“SPA”) § 7.4(a).) The Stock Purchase Agreement also states that if contested taxes “must be paid under applicable Law prior to or upon commencement of a contest proceeding, [Offshore] shall pay such Taxes to the applicable Governmental Authority prior to or upon commencement of such proceeding.” (SPA § 7.4(d).)
In order to secure the Purchasers’ potential indemnification claims under the Stock Purchase Agreement, the Purchasers delivered $150 million of their $1.2 billion purchase price to an escrow agent: Morgan Stanley Trust, N.A.
Additional rights and procedures regarding disbursement from the escrow are enumerated in Section 8.6 of the Stock Purchase Agreement. That section provides that “[b]y written notice to Seller specifying in reasonable detail the basis for set-off, Purchaser may assert a claim to set off any amount to which it is or[,] if Seller has objected[,] has been determined to be[,] entitled under Article 7 and ... Article 8 against the Escrow Amount.” (SPA § 8.6.) Section 8 also provides that “[n]either the exercise of nor the failure to exercise such right of set-off will constitute an election of remedies or limit Purchaser in any manner in the enforcement of any other remedies that may be available to it.” (SPA § 8.6.)
In the event that any party breaches its obligations under the Stock Purchase Agreement, the Agreement provides to the non-breaching party “the right to seek specific performance of this Agreement without the necessity of proving the inadequacy of money damages as a remedy.” (SPA § 8.4.) Additionally, the Stock Purchase Agreement contains a broad, mandatory arbitration clause providing that:
Any dispute, controversy or Action arising out of or relating to this Agreement, or the breach thereof ... shall be determined by arbitration administered by the American Arbitration Association in accordance with its International Arbitration Rules.
(SPA § 10.7(a).) The Stock Purchase Agreement also provided for the enforce
[T]he arbitrators shall have the power to grant any provisional measures that they deem appropriate including but not limited to provisional injunctive relief, and any provisional measures ordered by the arbitrators may, to the extent permitted by applicable law, be deemed to be a final award on the subject matter of the measures and shall be enforceable as such.
(SPA § 10.7(b).)
B.
Offshore and the Purchasers signed the First Amendment to the Stock Purchase Agreement as of February 5, 2009. (First Amendment to the SPA.) Offshore, the Purchasers, and Morgan Stanley also executed the Escrow Agreement as of February 5, 2009. The Escrow Agreement provides procedures for the disbursement of funds held in escrow (the “Escrow Amount”). Disbursement must occur if any Purchaser submits a Purchaser’s Indemnity Certificate and Offshore does not object within thirty days. (Escrow Agreement § 3.) However, if Offshore disputes a claim made against the Escrow Amount, Morgan Stanley is prohibited from disbursing funds:
except in accordance with either (i) written instructions executed both by an authorized officer of Purchaser and by an authorized officer of Seller {“Joint Instructions”), or (ii) a certificate delivered by any Purchaser to the Escrow Agent, executed by an authorized officer of such Purchaser (a “Final Award Cer-tifícate”) ....
(Escrow Agreement § 3.) A Final Award certificate must include the amount of the contested amount to which the Purchaser is entitled and an “Arbitral Award” confirming the Purchaser’s entitlement. (Escrow Agreement § 3.) Morgan Stanley is also required to release escrow funds to Offshore when any Purchaser “delivers to the Escrow Agent a certificate of such Purchaser ... [stating] that an Indemnification Item, in a specific amount, was satisfied by Seller independent of this Indemnification Escrow Agreement .... ” (Escrow Agreement § 3.)
The Escrow Agreement provides that:
In the event that the Escrow Agent shall be uncertain as to its duties or rights ... it shall be entitled to refrain from taking any action ... until it shall be directed otherwise in writing by all of the other Parties hereto, by a final order or judgment of a court of competent jurisdiction or, subject to Section 3 of this Indemnification Escrow Agreement, a final decision of an arbitral tribunal pursuant to Section 10.7 of the Stock Purchase Agreement.
(Escrow Agreement § 5(b).)
The Escrow Agreement contains a nonexclusive forum selection clause providing that each party “irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the State of New York.” (Escrow Agreement § 12.) The Agreement also contains a merger clause, which states that “[i]n the event of any discrepancy or inconsistency between the provisions of this Indemnification Escrow Agreement and the provisions of the Stock Purchase Agreement, the provisions [in the Escrow Agreement] shall prevail and be deemed to reflect the intent and understanding of the Parties hereto.” (Escrow Agreement § 12.) Any funds remaining in escrow, and not required to be retained in escrow pursuant to Section 2.3(b)(i) of the Amended Stock Purchase
C.
Among the Offshore subsidiaries that the Purchasers acquired under the Stock Purchase Agreement is a Peruvian oil company, Savia Peru S.A. (“Savia”).
Between February 25, 2010, and January 28, 2011, the Purchasers made several indemnification claims under Section 7.4 of the Stock Purchase Agreement for tax liabilities that Savia allegedly owed to the Peruvian government. The Purchasers’ indemnification claims ultimately totaled $75,308,179.03. With respect to each claim, the Purchasers delivered to Morgan Stanley a claim certificate that elaborated the Purchasers’ indemnification claim and requested that Morgan Stanley promptly contact Offshore to ascertain whether Offshore objected to the Purchasers’ disbursement request. Offshore objected to each disbursement request because it contested whether the Purchasers’ claims were valid in light of the Purchasers’ alleged failure to keep Offshore informed of the Peruvian tax proceedings, and to tender to Offshore control of the Peruvian tax proceedings. (Cross-Petition to Vacate the Supplemental Interim Award (“Cross-Petition”) ¶ 10.)
After the Purchasers, through Savia, paid $75,308,179.03 to the Peruvian Government, the Purchasers sought through arbitration an interim award ordering Offshore to specifically perform its alleged duty to reimburse the Purchasers for that amount. On April 15, 2013, the arbitration panel issued an interim award (the “Interim Award”) ordering Offshore to pay to the Purchasers within thirty days the full amount that the Purchasers sought. (Che-sin Decl., Ex. A (“Interim Award”) at 7.) While the award required “reimbursement,” it did not specify whether reimbursement was to come from the Escrow Amount. (Interim Award at 7.)
Abandoning its prior objections, on May 2, 2013, Offshore instructed Morgan Stanley to release $75,308,179.03 from the Escrow Amount to the Purchasers. With the benefit of the arbitration award, the Purchasers no longer sought to have that amount paid from the Escrow Amount. On May 10, 2013, the Purchasers objected to the disbursement of funds from the Escrow Amount. According to the Purchasers, Morgan Stanley was prohibited from disbursing funds because, under Section 3 of the Escrow Agreement, Offshore’s initial objection to disbursement of funds from the Escrow Amount precluded Morgan Stanley from releasing any funds until the Purchasers submitted Joint Instructions with Offshore or the Purchasers delivered a Final Award Certificate. The Purchasers maintained that they were under no obligation to submit Joint Instructions or to deliver a Final Award Certificate because, under Section 8.6 of the Stock Purchase Agreement, the Purchasers initial decision to seek payment from the Escrow Amount did not constitute an election of remedies or in any way limit the remedies that the Purchasers were entitled to pursue. The Purchasers also argued that paying the Interim Award from the Escrow Amount would deplete the Escrow Amount and would leave the Escrow Amount substantially below the amount of unresolved indemnification claims.
Because the Purchasers declined to provide Morgan Stanley with Joint Instructions or a Final Award Certificate, Morgan Stanley claimed that it was “uncertain as to its duties or rights under the Escrow
Shortly thereafter, on June 3, 2013, the Purchasers sought supplemental relief from the arbitral panel. (Petition to Confirm Arbitration Awards (“Petition to Confirm”) ¶ 20.) Specifically, the Purchasers requested that the arbitral panel declare ineffective the Seller’s attempt to satisfy the Interim Award with escrowed funds. (Petition to Confirm ¶ 20.)
D.
On November 29, 2013, this Court granted the Purchasers’ motion to stay the declaratory judgment action in favor of the proceedings for supplemental relief pending before the arbitral panel and denied without prejudice Offshore’s motion for summary judgment for a declaration that Morgan Stanly was required to release the aforementioned $75.3 million to the Purchasers. Offshore I,
In a supplemental award dated December 1, 2013, (the “Supplemental Interim Award”), the arbitral panel found that it had jurisdiction to decide whether Offshore was permitted to satisfy the Interim Award from the Escrow Amount, and concluded that Offshore was not permitted to do so. (Chesin Deck, Ex. B (“Supplemental Interim Award”), at 7-8.)
After issuing the Supplemental Interim Award, the arbitral panel has held hearings on the merits of the parties’ dispute with respect to VAT liability. (Cross-Petition ¶ 18) In those proceedings, Offshore contends that the Purchasers breached their obligation under Section 7.1(d) of the Stock Purchase Agreement to cede control of the Peruvian tax proceedings to Offshore, that Offshore is entitled to offset any amounts refunded by the Peruvian government to Savia against the Interim Award, and that a final award on any VAT claims is payable from the escrow. (Cross-Petition ¶ 18; SPA § 7.1(d).) The Purchasers dispute each of Offshore’s claims. (Cross-Petition ¶ 18.) The parties also dispute whether any damages, fees, or interest are due to the Purchasers. (Cross-Petition ¶ 18.) The arbitral panel has not rendered a merits decision to date.
The Purchasers now seek to confirm the Interim Award and Supplemental Interim Award (together, the “Interim Arbitral Awards”). Offshore opposes confirmation of both awards and seeks vacatur of the Supplemental Interim Award.
II.
This action arises under the Convention because the agreements at issue are commercial and not entirely between citizens of the United States. 9 U.S.C. § 202; see also Republic of Ecuador v. Chevron Corp.,
In such case, “[t]he court shall confirm the award unless it finds one of the grounds for refusal or deferral of recognition or enforcement of the award specified in [Article V] of the] ... Convention.” Id. Article V of the Convention “provides the exclusive grounds for refusing confirmation under the Convention.” Yusuf Ahmed Alghanim & Sons v. Toys “R” Us, Inc.,
(1) Recognition and enforcement of the award may be refused, at the request of the party against whom it is invoked, only if that party furnishes to the competent authority where the recognition and enforcement is sought, proof that ... (c) The Award deals with a difference not contemplated by or not falling within the terms of the submission to arbitration, or it contains decisions on matters beyond the scope of the submission to arbitration ...; or (e) The award has not yet become binding on the parties, or has been set aside or suspended by a competent authority of the country in which, or under the law of which, that award was made.
Convention art. V(l); see also Yusuf Ahmed Alghanim & Sons,
The Court of Appeals for the Second Circuit has interpreted Article V(l)(e) “to allow a court in the country under whose law the arbitration was conducted to apply domestic arbitral law ... to a motion to set aside or vacate that arbitral award.” Yusuf Ahmed Alghanim & Sons,
In this case, Offshore argues that the Interim Arbitral Awards have not yet become binding on the parties, and thus that the awards cannot be confirmed under Article V(l)(e). Offshore also argues that the Supplemental Interim Award addresses issues not submitted to arbitration, and thus that the Supplemental Interim Award should be vacated under Article V(l)(c), 9 U.S.C. § 10(a)(4), and for manifest disregard of the law. Offshore’s arguments are considered in turn.
A.
Offshore first argues that the Interim Arbitral Awards cannot be confirmed because they are not final awards.
Under the Convention, district courts lack authority to confirm arbitral awards that are not final awards. See, e.g., Metallgesellschaft AG. v. M/V Capitan Constante,
These standards apply with equal weight to awards labeled interim awards. See Zeiler v. Deitsch,
In this case, both Interim Arbitral Awards required specific action. The Interim Award required that Offshore tender payment of $75,308,179.03 to the Purchasers within thirty days of issuance of the Interim Award, (Interim Award at 7; Supplemental Interim Award ¶2), and the Supplemental Interim Award required that Offshore satisfy the Interim Award with funds not derived from the Escrow Amount. (Supplemental Interim Award ¶ 19.)
Neither award will serve as a basis for further decisions by the arbitrators. Indeed, the arbitral panel made clear that the Interim and Supplemental Interim Awards would in no way prejudice the parties’ arguments with respect to ultimate liability. The Interim Award stated:
This Interim Award does not in any way resolve the underlying merits of the dispute among the parties, including, without limitation, whether Offshore would ultimately be entitled to, among other relief, the return of the amounts paid pursuant to this Order by reason of [the Purchasers’] breach of the SPA, or otherwise.
(Interim Award at 7.) Similarly, the arbi-tral panel reiterated in its Supplemental Interim Award that its decision with respect to Offshore’s obligation to pay initially for taxes assessed against Savia by government authorities had no bearing on the ultimate issue of liability for Savia’s tax obligations. (Supplemental Interim Award at 1.)
The Interim Arbitral Awards thus required specific action, resolved the rights and obligations of the parties with respect to the interim period, at issue, and did so without in any way affecting future decisions of the arbitral panel. Accordingly, the Interim Arbitral Awards are final and confirmable awards. Zeiler,
The terms of the Stock Purchase Agreement underscore that the Interim Arbitral Awards are “specific and final and [do] not need to be followed by a concluding award.” Zeiler,
As the arbitral tribunal observed, “[i]t is clear from a reading of these two Sections that the burden of initial payment [with respect to taxes assessed against Savia by government authorities] is upon [Offshore] and not the Purchaser[s].” (Interim Award at 5.) It is equally clear that, under these provisions, the issue of initial payment is separate and independent from the issue of ultimate liability. As the arbitral panel observed, “[i]f a dispute arises over the matter [of initial payment] ... then [Offshore] must nonetheless pay the tax authorities while that dispute is pending.” (Interim Award at 5.)
Pursuant to Sections 8.4 and 10.7(b), the parties empowered the arbitral panel to grant provisional equitable relief deemed final on the subject matter at issue. This grant of authority establishes that the parties intended provisional awards like the Interim Arbitral Awards to be final. See, e.g., Dawn Global Holdings,
The arbitral panel issued Interim Arbi-tral Awards requiring that Offshore make an initial payment of $75,308,179.03 within thirty days and requiring that Offshore make payment without relying on es-crowed funds, in order to satisfy its obligations under Section 7.4 of the Stock Purchase Agreement. (Interim Award at 7; Supplemental Interim Award ¶¶ 2, 19.) These awards definitively resolved the rights and obligations of the parties with respect to their subject matter, namely, Offshore’s liability to pay for Savia’s tax obligations under Section 7.4(d) pending a final decision.
If provisional relief could not be enforced, if would be ineffective. As Judge Weinfeld once explained:
That the arbitrators labeled their decision an “interim” award cannot overcome the fact that if an arbitral award of equitable relief based upon a finding of irreparable harm is to have any meaning at all, the parties must be capable of enforcing or vacating it at the time it is made. Such an award is not “interim” in the sense of being an “intermediate” step toward a further end. Rather, it isan end in itself, for its very purpose is to clarify the parties’ rights in the “interim” period pending a final decision on the merits.
Id.
Offshore relies on several cases to argue that the Interim Arbitral Awards are not final because they leave open to further adjudication issues regarding Offshore’s ultimate liability for the tax obligations at issue.
As an initial matter, Offshore’s argument that the Interim Award is not a final award is inconsistent with Offshore’s prior representations to this Court. In seeking a declaratory judgment that Morgan Stanley was required to release from the Escrow Amount funds sufficient to satisfy the Interim Award, Offshore represented that “[tjhere is simply no further action for the Tribunal to take with its [Interim] Award, which establishes Purchasers’ entitlement, to a sum certain that Offshore acknowledges to be final.” (Chesin Deck, Ex. E at 19.) Offshore now argues that its prior representations refer to finality for purposes of the Stock Purchase and Escrow Agreements, rather than the FAA. However, in seeking declaratory judgment, Offshore argued that the Interim Award was final because it finally and conclusively resolved a separate and independent claim, with citation to Zeiler,
In any event, the authorities upon which Offshore relies are inapposite because they concern awards that resolved issues of liability without resolving the issue of damages, and therefore failed to finally and definitely dispose of the relevant claims. See, e.g., Michaels,
Offshore next argues that the Supplemental Interim Award should be vacated because the arbitral panel incorrectly determined that it had jurisdiction over the dispute underlying the award.
When parties have clearly and unmistakably submitted a disputed issue for arbitration, an arbitral panel’s decision should rarely be set aside. See, e.g., E. Assoc’d Coal Corp. v. United Mine Workers of Am.,
Under the FAA, “[a] party moving to vacate an arbitration award has the burden of proof, and the showing required to avoid confirmation is very high.” D.H. Blair & Co., Inc. v. Gottdiener,
In this case, Offshore contends that the Supplemental Interim Award should be vacated because the arbitral panel “exceeded [its] powers,” 9 U.S.C. § 10(a)(4), and because the arbitral panel engaged in manifest disregard of the law, Stolt-Nielsen SA v. AnimalFeeds Int’l Corp.,
1.
Offshore contends that the Supplemental Interim Award should be vacated under Section 10(a)(4) because the arbitral panel “exceeded [its] powers” when it concluded that it had jurisdiction to issue the Supplemental Interim Award. The Second Circuit Court of Appeals has “consistently accorded the narrowest of readings to the FAA’s authorization to vacate awards pursuant to § 10(a)(4).” Banco de Seguros del Estado v. Mut. Marine Office, Inc.,
i.
Offshore argues that the arbitral panel exceeded its powers when it concluded that it had jurisdiction to issue the Supplemental Interim Award under the broad arbitration clause contained in the. Stock Purchase Agreement (“Section 10.7”). For reasons explained in Offshore I, this argument is without merit.
Offshore contends that Section 10.7 of the Stock Purchase Agreement does not provide the arbitral panel with jurisdiction to issue the Supplemental Interim Award because the award addresses whether Offshore is permitted to satisfy the Interim Award with escrowed funds, a question that arises exclusively under the Escrow Agreement.
In Offshore I, the Court found that Section 10.7 of the Stock Purchase Agreement is a paradigmatically broad arbitration clause, requiring arbitration of even those matters collateral to the Stock Purchase Agreement.
Offshore argues that this dispute arises entirely under Section 3 of the Escrow Agreement. However, it is plain that Section 3 of the Escrow Agreement establishes only the procedures for disbursement of funds from the Escrow Amount, and that Section 3 does not resolve whether the Purchasers are obliged to seek disbursement after Offshore has objected to an initial disbursement request. Indeed, once Offshore objected to the Purchaser’s initial requests for indemnification, Section 3 precluded disbursement absent further
Offshore next contends, in the alternative, that Section 10.7 in the Stock Purchase Agreement does not provide the ar-bitral panel with jurisdiction to issue the Supplemental Interim Award because, to the extent that the dispute implicates the Stock Purchase Agreement, it presents a conflict between the Escrow Agreement and Stock Purchase Agreement that must be resolved exclusively under the Escrow Agreement. According to Offshore, this is so because the Escrow Agreement contains a supremacy clause providing that the Escrow Agreement will govern in the event that the terms of the Agreements conflict. (See EA § 12.)
. This argument is also without merit for reasons explained in Offshore I, namely, that Offshore has not established any conflict between the Stock Purchase Agreement and the Escrow Agreement.
Finally, Offshore contends that the arbi-tral panel exceeded its powers in determining that it had jurisdiction to enter the Supplemental Interim Award under Section 10.7 of the Stock Purchase Agreement because the arbitration clause was superseded by a permissive forum selection clause in the Escrow Agreement.
As this Court explained in Offshore I, courts determining “whether an agreement to arbitrate has been supplanted by a later accord ... look to whether the subsequent agreement specifically preclude^] or provides positive assurance that a dispute is no longer subject to arbitration.”
The Second Circuit Court of Appeals has held’ that permissive language like that found in the forum selection clause in the Escrow Agreement does not provide positive assurance that the parties intended to override the broad arbitration clause. See
Accordingly, the arbitral panel was well within the scope of its authority when it concluded that the broad, mandatory arbitration clause contained in the Stock Purchase Agreement gave the panel jurisdiction to issue the Supplemental Interim Award, which resolved an issue implicating several provisions of the Stock Purchase Agreement. Because the arbitral panel acted within the scope of its authority in finding that it had jurisdiction to issue the Supplemental Interim Award, the Supplemental Interim Award cannot be vacated on the ground that the arbitral panel exceeded its powers in so finding. See Ban-co de Seguros,
ii.
Offshore next argues that the arbitral panel exceeded its powers when it determined that it had jurisdiction to issue the Supplemental Interim Award because the panel’s jurisdictional determination violated Article 30 of the International Centre for Dispute Resolution (“ICDR”) rules. The Purchasers respond that they did not seek relief under Article 30, and that the arbitral panel did not purport to grant relief pursuant to Article 30.' Rather, the Purchasers contend, the Supplemental Interim Award was sought and granted under Article 21 of the ICDR rules.
Article 30 of the ICDR rules provides that any party may “[w]ithin 30 days after the receipt of an award, ... with notice to the other parties, ... request the tribunal to interpret the award or correct any clerical, typographical, or computation errors or make an additional award as to claims presented but omitted from the award.” ICDR Rules, art. 30(1).
Article 21 of the ICDR rules provides that an arbitral panel may, “[a]t the request of any party, ... take whatever interim measures it deems necessary, including injunctive relief and measures for the protection or conservation of property.” ICDR Rules, art. 21(1) (emphasis added).
The arbitral panel issued its Interim Award on April 25, 2013. (Orta Deck, Ex. 9 at 1.) The Purchasers requested that the arbitral panel issue the Supplemental Interim Award more than thirty days later, on June 3, 2013. (See Orta Deck, Ex. 9.) According to Offshore, the Supplemental Interim Award was intended only to interpret the Interim Award. Offshore thus contends that the arbitral panel interpreted the Interim Award more than thirty days after the Interim Award was issued, in violation of Article 30.
The Purchasers respond, persuasively, that the Purchasers were not seeking an interpretation of the Interim Award in their supplemental petition, but rather were seeking distinct relief. While the Purchasers initially sought -specific performance of Offshore’s obligation to indemnify the Purchasers for Savia’s VAT liabilities, as required by Sections 7.4(a) and 7.4(d) of the Stock Purchase Agreement, the Purchasers subsequently sought a determination that Offshore’s attempt to comply with the Interim Award by ordering that Morgan Stanley release funds from the Escrow Amount violated other provisions of the Stock Purchase Agreement, chiefly, Sections 2.3(b)(i) and 8.6. In order to resolve the issues submitted for supplemental relief, the arbitral panel did
In any event, Offshore’s argument that the Supplemental Interim Award was issued in violation of Article 30 is without merit because the arbitral panel determined that the Purchaser’s petition for supplemental relief was brought pursuant to Article 21.
The Second Circuit Court of Appeals has explained that parties must abide by an arbitral panel’s reasonable interpretation of the rules governing arbitration when the parties have adopted rules conferring the authority to interpret the rules governing arbitration on the arbitral panel. See Koch Oil, S.A v. Transocean Gulf Oil Co.,
In this case, the parties contracted to arbitrate under the ICDR Rules. Article 36 of the ICDR Rules provides in relevant part that “[t]he tribunal shall interpret and apply [the ICDR] rules insofar as they relate to its power and duties.” ICDR Rules, art. 36. This provision is in all material respects identical to provisions that have been held to give an arbitral panel authority to interpret the rules governing arbitration. See, e.g., Reeves Bros.,
The arbitral panel construed the Purchaser’s petition for supplemental relief as a petition made pursuant to Article 21 of the ICDR rules. (Supplemental Interim Award ¶ 3.) It did so reasonably in light of the distinct issue submitted for resolution, and the distinct provisions of the Stock Purchase Agreement at issue. Offshore is obligated to abide the arbitral panel’s determination and this Court is bound to defer to it.
2.
Offshore also contends that the Supplemental Interim Award should be va
Under the manifest disregard standard, an arbitral award may be vacated if the arbitrators are “fully aware of the existence of a clearly defined governing legal principle, but refuse to apply it, in effect, ignoring it.” See Stolt-Nielsen,
To satisfy the “manifest disregard of the law” standard, a party objecting to an arbitration decision must establish that the law that was allegedly ignored was clear, that the law was in fact improperly applied, leading to an erroneous outcome, and that the arbitrator knew of the law and intentionally disregarded it. T.Co Metals, LLC v. Dempsey Pipe & Supply, Inc.,
Offshore contends that the arbitral panel manifestly disregarded New York law, which requires that contracts be interpreted to give effect to each contractual provision. See, e.g., In re AMR Corp.,
This argument is without merit for the reason discussed in Offshore I, namely, that the forum selection and arbitration clauses can be read in a manner that permits the arbitration clause to remain in effect.
The arbitral panel’s determination that the arbitration clause controlled the parties present dispute, which concerns whether under the Stock Purchase Agreement the Purchasers may require that Offshore satisfy the Interim Award without drawing from the Escrow Amount, did not render the forum selection clause void. Accordingly, Offshore’s motion to vacate the Supplemental Interim Award for manifest disregard of the law is denied.
Offshore also argues, in the alternative, that the Interim Arbitral Awards should be remanded to the arbitral panel because the Awards are incomplete.
In order to enable effective judicial review, courts may remand arbitral awards that are indefinite, incomplete, or ambiguous, for purposes of clarification. See, e.g., Rich v. Spartis,
Offshore argues that the Interim Arbi-tral Awards are incomplete, and that remand is warranted, because the awards do not resolve whether Offshore may offset against the Escrow Amount an amount equal to any independent payment made to the Purchasers to satisfy the Interim Award.
This argument is without merit. Offshore does not explain how its asserted right to an offset is in any way relevant to review of the Interim Arbitral Awards, which resolve whether Offshore is obliged to indemnify the Purchasers under Section 7.4(d) of the Stock Purchase Agreement, and whether Offshore may make indemnification payments from escrowed funds under the Stock Purchase and Escrow Agreements. Whether Offshore will be entitled to an offset from the Escrow Amount after complying with the Interim Arbitral Awards has no bearing on the issues presented by the Purchasers’ petition to confirm the Interim Arbitral Awards. Because the basis for the Interim Arbitral Awards, and the relief provided for in the Interim Arbitral Awards, is clear, remand to resolve potential consequences of compliance with the Interim Arbitral Awards is improper.
Offshore also argues that the Interim Arbitral Awards are incomplete because they do not resolve whether there is a discrepancy between the dispute resolution provisions in the Stock Purchase Agreement and Escrow Agreements. This argument is also without merit. The arbitral panel plainly considered, (Supplemental Interim Award ¶ 10), and ultimately rejected, (Supplemental Interim Award ¶ 14), Offshore’s argument that a conflict between the dispute resolution provisions in the Stock Purchase Agreement and Escrow Agreement deprived the arbitral panel of jurisdiction to issue the Supplemental Interim Award.
Moreover, the arbitral panel reasonably concluded that the parties’ dispute arose under the Stock Purchase Agreement, and determined that it had jurisdiction over the dispute pursuant to the broad arbitration clause in that agreement. (Supplemental Interim Award ¶ 14.) Because the basis for the arbitral panel’s decision is clear, and because the panel plainly considered and rejected the arguments that Offshore claims the panel elided, Offshore’s request for remand is denied.
CONCLUSION
The Court has considered all the remaining arguments of the parties. To the extent not specifically addressed above, they are either moot or without merit. For the foregoing reasons, the Purchasers’ petition to confirm the Interim Award and Supplemental Interim Award is granted, and Offshore’s cross-petition to vacate the Supplemental Interim Award is denied. The Clerk is directed to enter a judgment in favor of the petitioners. The clerk is also directed to close all pending motions and to close the case.
SO ORDERED.
Notes
. Morgan Stanley Private Bank, N.A., has succeeded Morgan Stanley Trust, N.A.
. The First Amendment to the SPA modifies only select provisions of the SPA. Where the First Amendment to the SPA modifies a provision cited in this Opinion, citation to the First Amendment to the SPA is indicated.
. It is plain that the arbitral panel believed that its Interim Award definitively resolved the rights and obligations of the parties with respect to Offshore's obligation to pay initially Savia’s tax liability because, in its Supplemental Interim Award, the arbitral panel stated that an order requiring Offshore to pay $75,308,179.03 would be redundant in light of the relief that the Purchasers obtained in the panel's Interim Award. See Supplemental Interim Award ¶ 19.
. Although Offshore now concedes that it must indemnify the Purchasers for Savia’s tax obligations, (Chesin Deck, Ex. G at 4, 48), the parties continue to dispute several issues that bear on Offshore's ultimate liability, including whether Offshore’s liability is subject to abate-ments or set-offs in the event that Peruvian authorities reimburse Savia for taxes paid in the relevant fiscal years, (Interim Award at 7), whether Offshore may satisfy any final award using escrowed funds, (Supplemental Interim Award at 8), and whether the Purchasers are entitled to any further damages, interest, or costs, (Supplemental Interim Award at 10.) The possibility that Offshore’s ultimate liability may be adjusted to account for any reimbursements that Savia receives does not in any way effect the determination that the ar-bitral panel's Interim Arbitral Awards are final for purposes of confirmation. See Daum Global Holdings,
. On August 28, 2014, Offshore submitted a supplemental declaration with twenty-two exhibits that purported to show the submissions
. Because the Second Circuit Court of Appeals has held that Chapter 1 of the FAA and all of its grounds, express and implied, for modification and vacatur apply under the Convention, Yusuf Ahmed Alghanim & Sons,
. For this reason, Offshore’s reliance on Teletech Eur. B.V. v. Essar Servs. Mauritius,
. Offshore relies on W. Emp’r Ins. Co. v. Jefferies & Co.,