The parties’ contract said: “Terms and conditions are based on the general conditions stated in the enclosed ORGALIME S200.” The ORGALIME, in turn, had an arbitration clause. The Fifth Circuit found that the above language incorporated the arbitration clause into the contract, acknowledging that “multiple interpretations of ‘based on’ might be possible in the abstract,” the length and scope of the ORGALIME compared to the contract showed the parties’ intent to incorporate its terms. Al Rushaid v. National Oilwell Varco, Inc., 757 F.3d 416 (2014). The Court also rejected a waiver argument, finding that the acts of the party’s co-defendants could not be imputed to it absent a reason to pierce the corporate veil. Here, “there is no evidence in the record that [the party] has abused its corporate form. It merely declined to become a party to litigation without being formally served.” The Court also rejected an argument, based on equitable estoppel, to stay the ongoing litigation until the conclusion of the arbitration.
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