IM全球有限责任公司 (IM Global LLC) v. 天津北方电影集团有限公司

At a glance

Parties

IM Global LLC (United States) v. Tianjin North Film Group Co., Ltd. (天津北方电影集团有限公司, China)

Case no.

(2018)津01协外认2号

Court

Tianjin No. 1 Intermediate People's Court, China

Underlying award(s)

Award No. 17-01 of the IFTA International Arbitration Tribunal (Independent Film and Television Alliance), 11 April 2017, seat Los Angeles

Treaty

New York Convention (Articles II and V(1)(a), (b) and (d))

Forum and rules

Application for recognition and enforcement under Article 283 of the PRC Civil Procedure Law and the New York Convention

Tribunal

Presiding judge Shi Huiming (史会明); judges Miao Jia (苗佳) and Lu Lei (卢磊)

Sector

Film licensing and distribution

Outcome

Recognition and enforcement refused under Article V(1)(a) and V(1)(b) (18 May 2020). The Article V(1)(d) objection was rejected.

Amount

Award: USD 1,000,000 in damages, USD 65,735.42 in pre-award interest, USD 14,882.5 in attorney's fees and costs, and post-award interest at 10% a year (USD 296.06 per day). Court application fee of RMB 500 borne by IM Global.

The dispute

During the Cannes Film Festival, on 15 May 2016, an individual using the name "Sun Ran" (real name Sun Liqing) signed an English-language Deal Memo with IM Global. The Deal Memo named "Tianjin North Film Corporation" as licensee of the film "The Circle" for China, against a minimum guarantee of USD 1 million. It contained an IFTA arbitration clause with a 120-day negotiation period. Sun Ran did not pay. IM Global started IFTA arbitration on 22 December 2016 and obtained a default award against "Tianjin North Film Corporation". IM Global then applied in Tianjin to enforce the award against Tianjin North Film Group. The respondent argued that it never agreed to anything with IM Global and that Sun Ran had no authority to bind it (Article V(1)(a)). It also argued that it never received proper notice of the arbitration (Article V(1)(b)), and that IM Global skipped the agreed negotiation period (Article V(1)(d)).

Key holdings

1. "Incapacity" in the first part of Article V(1)(a) is wider than domestic-law incapacity. It means lacking the power to contract, and it covers a person who has no authority to represent or act as agent for a company in concluding the arbitration agreement. p. 11
2. Whether Sun Ran could represent the company is governed by the law of the place of registration, which is Chinese law (Article 14 of the Law on the Application of Laws to Foreign-Related Civil Relations). Under the General Principles of Civil Law and the Company Law, and on the company's registration records, Sun Ran was not its legal representative. pp. 11–12
3. Agency is governed by French law, as the law of the place where the agency relationship arose (Article 16). IM Global produced no evidence of a mandate. Sun Liqing was neither an officer nor an employee of the respondent. p. 12
4. Apparent authority failed. A business card and an unproven search in the Cinando film-industry database were not acts or representations of the principal. Relying on a business card in a major commercial deal is not reasonable reliance, and the parties had no prior dealings. There was therefore no valid arbitration agreement, and Article V(1)(a) applied. pp. 12–13
5. No proper notice under Article V(1)(b). The award said the documents were received on 16 January 2017, but the secretary later stated that the registered parcel could not be tracked. The respondent proved it had left the address before March 2016. The two-page fax did not include the notice of arbitration or the rules. The respondent was therefore unable to present its case. pp. 13–14
6. The Article V(1)(d) objection failed. A pre-arbitration negotiation period is not a matter of the composition of the arbitral authority or of the arbitral procedure. The negotiation standard was too vague to apply, and the filing of the arbitration showed that the dispute could not be settled by negotiation. p. 15
7. Recognition and enforcement of Award No. 17-01 refused. The court application fee of RMB 500 is borne by IM Global. p. 16

Procedural history

1. 15 May 2016Sun Ran signs the Deal Memo for "The Circle" with IM Global in Cannes, in the name of "Tianjin North Film Corporation".
2. 22 December 2016IM Global files for arbitration with the IFTA International Arbitration Tribunal.
3. 24 February 2017IM Global and Tianying Hengxing (Tianjin) Investment Co., Ltd. sign an amendment to the Deal Memo. Tianying Hengxing undertakes to pay USD 500,000 by 30 March 2017.
4. 11 April 2017IFTA Award No. 17-01 is rendered against "Tianjin North Film Corporation".
5. 19 March 2018The Tianjin No. 1 Intermediate People's Court accepts IM Global's application for recognition and enforcement.
6. 18 May 2020The court refuses recognition and enforcement under Article V(1)(a) and (b) of the New York Convention.

Tribunal, counsel and experts

Decided by

• Shi Huiming (史会明) Judge, Tianjin No. 1 Intermediate People's Court (presiding judge)
• Miao Jia (苗佳) Judge, Tianjin No. 1 Intermediate People's Court
• Lu Lei (卢磊) Judge, Tianjin No. 1 Intermediate People's Court

For the claimant

JunHe Law Offices, Shanghai Branch (君合律师事务所上海分所)

For the respondent

Tianjin Jiuhe Law Firm (天津九河律师事务所)

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Keywords

• New York Convention
• recognition and enforcement
• refusal of enforcement
• Article V(1)(a)
• incapacity
• lack of authority
• apparent authority
• Article V(1)(b)
• proper notice
• Article V(1)(d)
• pre-arbitration negotiation
• IFTA
• film licensing
• The Circle
• Cannes
• China
• French Civil Code
• Tianjin North Film

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