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and thus to the arbitration agreement, they had caused the company to sell its assets ciple, but held that: “Given the apparently arbitration of disputes. MTA moved to join

were afforded “the benefit of arbitration to a third party, whereupon he kept a por- close connection between Ms. Ewing and HRH as a party to the arbitration, even though
agreements entered into by their principals tion of the sale proceeds for himself, while Gene Ewing.Bis, Ms. Ewing’s assertion that it was not a signatory to the CMA. In its deci-
to the extent that the alleged misconduct the company defaulted. The arbitrator held she ‘stands in the shoes of [a] stranger’ to the sion affirming the motion to compel arbitra-
... [is] in their capacities as agents of the Politowski to be Technologic’s alter ego, arbitration is unpersuasive. ... For an arbitra- tion, the Appellate Division, First Department,
corporation.17 As the court explained: “The and rendered an award against him. Judge tor to conclude that Gene Ewing.Bis is an alter held that: “[A] nonsignatory to an agreement
rule is necessary not only to prevent cir- Robert W. Sweet of the U.S. District Court for
ego of Ms. Gene Ewing is not unreasonable in
containing an arbitration clause that has
cumvention of arbitration agreements but knowingly received direct benefits under
also to effectuate the intent of the signa- the agreement will be equitably estopped
tory parties to protect individuals acting from avoiding the agreement’s obligation to
A non-signatory may be compelled to arbitrate against a signatory
on behalf of the principal in furtherance of arbitrate.”28 Because “HRH ... undertook Inte-
the agreement.”18
riors’ CMA obligations and derived a direct to an arbitration agreement when that non-signatory has executed
benefit, receiving over $7,000,000,” the court
Veil Piercing/Alter Ego
held that HRH was “estopped from avoiding a contract that incorporates by reference the existing arbitration
arbitration under the CMA.”29
agreement.
“[P]iercing the corporate veil between a Application of these common law princi-
signatory and nonsignatory party may bind ples is inherently “fact specific” and differs
the nonsignatory party to an arbitration “with the circumstances of each case.”30 The

agreement of its alter ego.”19 A non-signatory one guiding principle is that an arbitration the Southern District of New York confirmed the absence of evidence to the contrary.”25
will be deemed the alter ego of a signatory to agreement does not exist unto a world all its the award, rejecting Politowski’s proffered The award was confirmed.
an arbitration clause when: (1) the non-sig- own. As with other kinds of contracts, the case law: “[N]either of these cases stands for
natory exercises complete domination over common law intrudes. The same principles of the proposition that an alter ego cannot be Estoppel
the signatory; (2) the domination is used to contract and agency law, for which litigators bound by an arbitration agreement which it
commit a fraud or wrong; and (3) the fraud are already familiar, will ultimately govern did not sign. As set forth above [in Thomson- Under estoppel principles, “a non-signatory
or wrong results in an unjust loss or injury questions of arbitrability.
CSF, supra], the Court of Appeals has ruled can be compelled to arbitrate a dispute where
to the counter-party.20
otherwise.”22
the contract had an arbitration provision, the
In Mobius Mgmt. Sys. v. Technologic Soft- •••••••••••••••••••••••••••••
Similarly, in Favara, Skahan, Tabaczyk v. non-signatory had knowledge of the contract,

ware Concepts,21 for example, a dispute arose 1. Thomson-CSF, S.A. v. American Arbitration Associa- Ewing,23 the respondent, Gene Ewing, signed benefitted from the contract and did not
between two parties to a Software Assets Pur- tion, 64 F.3d 773, 776 (2d Cir. 1995).
a contract with the petitioner to advertise on object to the terms of the contract.”26
chase Agreement, Mobius and Technologic. 2. Thomson-CSF, although decided under non-state specific, “ordinary principles of contract and agency” behalf of “Gene Ewing.Bis,” an apparel manu- In HRH Construction v. MTA,27 for example,
After Technologic defaulted on its payment (64 F.3d at 776), is broadly cited by New York state and facturer, and “The Gene Ewing Collection.” a dispute arose over payments due under a
obligations, Mobius brought claims against federal courts, which will typically apply New York law After the respondent obtained an arbitration Construction Management Agreement (CMA)
both Technologic, which was a signatory to to questions of arbitrability in New York-venued arbitra- award against her, Ewing moved to vacate, between the Metropolitan Transit Authority
the arbitration agreement, and its president tions. See Gary Born, “Enforcement and Interpretation of arguing that “an arbitrator may not bind a (MTA) and HRH Construction Interiors (Inte-
at the time, Tom Politowski, who was not. In International Arbitration Agreements Basic Principles: in complete stranger to an arbitration.”24 The riors), whose assets were later acquired by
the arbitration, it was shown that Politowski
International Commercial Arbitration: Commentary and » district court agreed with the general prin-
HRH Construction (HRH). The CMA required
Materials,” 2d Edition, at 111 (Kluwer Page S10