In Maritima De Ecologia, SA v Sealion Shipping Ltd, (S.D.N.Y. Apr. 15, 2011), the court rejected Sealion's argument that arbitration and choice of law clauses in prior agreements between the parties allowed the court to infer that an agreement to arbitrate applied to a business transaction between the parties occurring after the prior agreements expired.

Maritima, a Mexican corporation, and Sealion, an English corporation, entered into two subsequent sets of agreements governing support services to be provided by the parties to offshore oil exploration vessels. The sets of agreements both provided that English law governed the agreements and any disputes would be arbitrated in London under the London Maritime Arbitrators Association rules. The first and second agreements terminated according to their terms, although the parties continued to dispute payments under the first agreement. Despite the dispute, the parties began to negotiate a third contract but never came to a written agreement. During these negotiations, the parties concluded a business transaction.

A dispute arose over payment for the later business transaction in addition to the dispute over payment under the first agreement. Maritima sought fees from Sealion in court for the business transaction while Sealion initiated an arbitration in London against Maritima for alleged breaches of the first agreement. In court, Sealion filed a motion to compel arbitration and stay litigation.

Sealion argued that although no written agreement to arbitrate covered the business transaction, the court could infer an agreement to arbitrate from the parties' prior conduct. The court rejected the argument. It explained that the New York Convention and Federal Arbitration Act governed whether an agreement to arbitrate existed. The New York Convention requires that an agreement to arbitrate be written and defines written agreement as "a contract or an arbitration agreement, signed by the parties or contained in an exchange of letters or telegrams." The court found that there was no written agreement governing the business transaction, which Sealion did not contest. Further, Sealion pointed to no law to show that courts can rely on anything other than a written agreement as support for a motion to compel arbitration. Thus, the court rejected the motion.

The court then granted Sealion's request to stay litigation until resolution of the dispute over the first agreement. It explained that the court has discretion to decide whether to grant a motion to stay. In this case, the parties' dispute was over proper payment of fees. The proper fee amount depended on the amount paid under the previous contracts, which was being disputed in the arbitration. Thus, the outcome of the arbitration would impact the litigation, making a stay necessary to avoid "duplicative litigation."

This case demonstrates that parties who want to arbitrate their disputes must confirm their agreement in writing. Prior contracts with an agreement to arbitrate or a course of dealing involving a written agreement to arbitrate are not enough to support a motion to compel arbitration.