Third, Systran argues that it would be inequitable to compel arbitration. Second, Systran argues Giant, having delayed making a demand for arbitration, waived its right to do so. First, Systran claims that it is not bound by the Metropolitan/Giant contract terms because its rights arise under a factoring agreement, not by the assignment of or as a party to the Metropolitan/Giant contract. Systran has three main arguments in opposition to Giant's motion to compel arbitration. Communications Workers of America, 475 U.S. Notwithstanding this policy, "arbitration is a matter of contract and a party cannot be required to submit to arbitration any dispute which he has not agreed so to submit." AT & T Techs. Accordingly, "the establishes that, as a matter of Federal law, any doubts concerning the scope of arbitrable issues should be resolved in favor of arbitration. Through the FAA, Congress has declared a national policy favoring arbitration. In September, 2002-ten months after Systran filed its complaint in the bankruptcy court-Giant filed the present motion to compel arbitration. The bankruptcy court rejected Giant's assertion and, in August, 2002, ordered reference to this court. Giant asserted that the litigation should be remanded for arbitration pursuant to the Metropolitan/Giant transportation services agreement. In March, 2002, the bankruptcy court, finding that Systran's claim would have no effect on the bankruptcy proceeding, ordered the parties to submit briefs as to where the bankruptcy court should remand litigation of Systran's claim. In its answer to plaintiff's complaint and its motion to dismiss Metropolitan's cross-claims, Giant did not assert its right to arbitration. On January 25, 2002, Giant filed a motion to dismiss Metropolitan's cross-claim. Metropolitan subsequently cross-claimed against Giant. In January, 2002, Giant filed an answer to Systran's complaint and a cross-claim against Metropolitan. On November 13, 2001, Systran filed a complaint in the bankruptcy court to recover the payments due under Giant's account with Metropolitan.
According to Giant, it therefore has valid rights of recoupment and setoff in amounts which exceed the total amount of the outstanding invoices from Metropolitan. Giant argues that it has not paid Metropolitan or Systran for outstanding invoices because Metropolitan breached the transportation services agreement by failing to make lease payments and failing to complete services for which Giant had made advanced payments.
Systran 6 code#
On September 17, 2001, Metropolitan filed for protection under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Ohio.Īt the time of the filing, Giant refused to make payments on the accounts sold and assigned by Metropolitan to Systran. Prior to execution of the Metropolitan/Giant transportation agreement, Systran notified Giant that all of Metropolitan's accounts had been sold and assigned to Systran, and, as a result, all payments due to Metropolitan from Giant should be made to Systran.
Included in this agreement was an addendum that provided that the parties agreed to submit "ny claim or controversy arising out of or relating to Transportation Services Agreement" to "final and binding arbitration." Pl.'s Ex.
In exchange, Metropolitan provided exclusive transportation services to Giant. Defendant transferred equipment that it leased or owned to Metropolitan. On September 1, 1998, Metropolitan signed a transportation services agreement with defendant Giant. ("Metropolitan"), whereby Metropolitan sold and assigned its accounts receivable to plaintiff in exchange for plaintiff's financing of Metropolitan's operations. On or about August 28, 1998, plaintiff Systran entered into a factoring agreement with Metropolitan Environmental, Inc.