Pott v. World Cap. Props., Ltd., No. 24-13071 (11th Cir. Sept. 24, 2025)[1]
Factual Background
Alfredo Carlos Pott entered into a Stock Option Agreement (“SOA”) with World Capital Properties, Ltd. (“WCP”) containing an International Chamber of Commerce (“ICC”) arbitration clause. Gonzalo Lopez-Jordan was not a signatory to the SOA. When Pott later filed an ICC arbitration naming Lopez-Jordan as a respondent, Lopez-Jordan objected to the tribunal’s jurisdiction over him as a non-signatory. However, Lopez-Jordan, through his attorney, signed the ICC’s Terms of Reference, which explicitly listed as an issue to be arbitrated: “inexistence of an arbitration agreement with respect to Lopez-Jordan, allowing the arbitral jurisdiction.”
The Decision of the Arbitral Tribunal
The tribunal issued a Partial Award finding jurisdiction over Lopez-Jordan based on a veil-piercing theory. It later issued a Final Award holding Lopez-Jordan jointly and severally liable with the other defendants.
The Enforcement Proceedings
When Pott sought enforcement of the Final Award in the Southern District of Florida under the Inter-American Convention and New York Convention, Lopez-Jordan challenged both the district court’s subject matter jurisdiction and the enforceability of the award against him as a non-signatory. The district court found jurisdiction and confirmed the award.
The Eleventh Circuit affirmed. The court rejected Lopez-Jordan’s argument that the court lacked jurisdiction to enforce the award against him as a non-signatory, explaining that the New York Convention is silent on non-signatory enforcement, and that background principles of domestic law—including veil-piercing—remained applicable. Even if they did not, Lopez-Jordan signed the Terms of Reference, in which he “clearly and unmistakably” consented to arbitrate the issue of whether he was bound by the arbitration agreement. The district court thus correctly deferred to the tribunal’s decision on that issue in its finding that it had subject matter jurisdiction to enforce the award.
The court next considered Lopez-Jordan’s argument that, as a non-signatory to the SOA, he did not consent to be bound by the award, and that it could not be enforced against him. The court found that this argument failed. Lopez-Jordan explicitly consented to arbitrate the issue of arbitrability by signing the Terms of Reference; once the tribunal determined that it had jurisdiction over Lopez-Jordan, he became bound by its eventual determination on the merits. Accordingly, Pott satisfied Article IV of the New York Convention—which requires parties seeking enforcement of a foreign arbitration award to supply the court with a copy of the award and a copy of the agreement to arbitrate—when Pott submitted the Terms of Reference and the award to the court.
This article was originally published in the North America Newsletter.
