ENCYCLOPAEDIA UNIVERSALIS S.A., Plaintiff-Appellant, v. ENCYCLOPAEDIA BRITANNICA, INC., Defendant-Appellee., 403 F.3d 85

Summary

The parties' licensing agreement required arbitration of all disputes. When they were unable to resolve appellee's royalty payment obligation, each party appointed an arbitrator, but they did not agree on the choice of a third arbitrator. An arbitral board ordered appellee to pay appellant. The district court denied enforcement. On appeal, the court affirmed in part and vacated in part. The arbitral award was not enforceable because the arbitral board was improperly composed. The parties' agreement required the two party-appointed arbitrators to attempt to choose a third arbitrator before asking the tribunal to appoint one. However, the parties did not disagree on the third arbitrator until after asking the tribunal to appoint one. Thus, the composition of the arbitral authority was not in accordance with the parties' agreement. However, the district court's finding that the arbitrators exceeded their authority was not one of the exclusive grounds for denying enforcement of an award ...