Filanto, S.p.A. v. Chilewich International Corp.

Filanto (plaintiff), an Italian boot manufacturer, and Chilewich (defendant), a New York export firm, had a long history of dealing when Chilewich sent Filanto a memorandum incorporating the terms of a separate Chilewich-Russia contract, including a Moscow arbitration clause, to govern boot shipments to Russia. Filanto did not respond for five months, and only after Chilewich had opened a line of credit for the deal did Filanto sign and return the memorandum, purporting to accept only three specific sections of the Russian contract, not the arbitration clause. A dispute arose, and Filanto sued in New York; when Chilewich later argued the dispute was subject to Moscow arbitration under the Russian contract's full terms, Filanto itself relied on other provisions of that same Russian contract, outside its accepted three sections, to dispute a quality claim. Chilewich moved to compel Moscow arbitration; Filanto sought to enjoin arbitration or move it to New York.