IMAX Corporation v. Giencourt Investments, S.A.

At a glance

Parties

IMAX Corporation (plaintiff-appellant) v. Giencourt Investments, S.A. (defendant-appellee)

Case no.

U.S. Court of Appeals, Eleventh Circuit, No. 20-10491 (D.C. Docket No. 0:17-cv-62033-MGC)

Court

U.S. Court of Appeals for the Eleventh Circuit, on appeal from the U.S. District Court for the Southern District of Florida

Underlying award(s)

Partial final award and final award in an arbitration under the ICDR Rules of the AAA

Treaty

New York Convention; Federal Arbitration Act

Court

Jill Pryor, Lagoa and Dubina, Circuit Judges (per curiam)

Sector

Entertainment technology; distribution of IMAX theatre systems

Outcome

The court affirmed the district court's denial of IMAX's petition to vacate the awards.

Amount

The arbitral tribunal ordered IMAX to pay Giencourt USD 971,525.38 in arbitration costs: USD 800,000 in attorneys' fees and USD 171,525.38 for 70% of the ICDR administrative fees and the arbitrators' compensation and expenses.

The dispute

IMAX is an entertainment technology company that sells and leases proprietary theatre systems. Giencourt Investments agreed to act as a third-party sales force for IMAX, selling IMAX systems to local exhibitors in South and Central America and the Caribbean. The operative contract was the Amended and Restated Master Development Agreement of 20 February 2013. It referred disputes to arbitration under AAA rules. The separate Theater Agreements gave exclusive jurisdiction to the Superior Court of Ontario, Canada, and several of them were in dispute during the arbitration. The arbitral tribunal issued a partial final award and then a final award, which included an order that IMAX pay Giencourt's costs. IMAX petitioned the U.S. federal courts to vacate both awards. It relied on the defences in the New York Convention and argued that the tribunal had exceeded its powers under the Federal Arbitration Act.

Key holdings

1. Courts review arbitral awards in a way that is "highly deferential and extremely limited". On appeal from a denial of vacatur, the district court's findings of fact are reviewed for clear error and its legal conclusions de novo. p. 4
2. The district court properly denied vacatur of both awards. IMAX did not meet its burden of establishing any defence under the New York Convention. p. 4
3. IMAX also failed to show that the arbitral tribunal exceeded its powers under the Federal Arbitration Act. p. 4
4. The court affirmed the district court's order of 10 January 2020. It did so on the basis of the magistrate judge's Report and Recommendation of 27 September 2019. pp. 4–5

Procedural history

1. 20 February 2013IMAX and Giencourt conclude the Amended and Restated Master Development Agreement, which contains the arbitration clause.
2. The arbitral tribunal issues a partial final award. Several months later it issues a final award, which orders IMAX to pay USD 971,525.38 in costs.
3. 27 September 2019The magistrate judge recommends denial of IMAX's Petition to Vacate Arbitration Awards.
4. 10 January 2020The district court (S.D. Florida) adopts the Report and Recommendation and denies the petition.
5. 28 May 2020The Eleventh Circuit affirms in an unpublished per curiam judgment.

Tribunal, counsel and experts

Decided by

• Jill Pryor Judge, U.S. Court of Appeals for the Eleventh Circuit

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Keywords

• IMAX
• vacatur
• petition to vacate
• New York Convention
• Federal Arbitration Act
• excess of powers
• ICDR Rules
• AAA
• Eleventh Circuit
• distribution agreement
• sales agent
• Latin America
• attorneys' fees
• arbitration costs
• partial final award
• standard of review

Summary generated with AI from the published documents — refer to the award for the authoritative text.