CES LLC v. GE LLC GENERAL ELECTRIC INTERNATIONAL INC (2026)

The following e-filed documents, listed by NYSCEF document number (Motion 001) 6, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 33, 34, 35, 36 were read on this motion for STAY.

Petitioner Clean Energy Services CES LLC ("CES") seeks, pursuant to CPLR § 7503(b), a permanent stay of the International Chamber of Commerce ("ICC") arbitration commenced by respondents GE Vernova International, LLC ("GEVI") and General Electric International, Inc. ("GE)" concerning CES's work on Turbine 11 at the Willow Creek Wind Farm.¹ For the reasons that follow, the petition is granted, and the identified arbitration is permanently stayed.

The controlling question is whether the arbitration clause in respondents' standard Terms of Purchase displaced the dispute-resolution provisions of the parties' Master Services Agreement ("MSA"). The court assumes, for purposes of this determination, that CES accepted the purchase order and its incorporated Terms of Purchase as respondents contend. Even on that assumption, the MSA expressly provides that its terms prevail over conflicting purchase-order terms unless the purchase order expressly states that the MSA is being overridden or modified. The purchase order contains no such statement. The arbitration and incorporated delegation provisions therefore do not govern the present controversy. This conclusion enforces the parties' contractual hierarchy without resolving the disputed adequacy of the hyperlink or rejecting electronic contracting (Greenfield v Philles Records, 98 NY2d 562, 569-570 [2002]; Matter of Primex Intl. Corp. v Wal-Mart Stores, 89 NY2d 594, 598-602 [1997]).

BACKGROUND AND PROCEDURAL HISTORY

The parties identify their MSA as dated May 18, 2023. The petition states that GE's Senior Sourcing Leader Daniel Lewis and CES's Chief Operating Officer Constantine Triantafyllides executed it on June 10, 2023. Its validity as the framework for the parties' relationship is not contested. Under section 1.1 and Annex 1, CES was engaged to provide Major Component Exchange (MCE) services. Those services involve removing and replacing major turbine components and securing the turbine during the work. Annex 1 supplies technical and supervisory requirements for that work.

Section 1.3 provides that each purchase order or statement of work issued pursuant to the MSA is incorporated into and governed by the MSA, with the applicable order supplying supplemental terms. It then specifies: "Where the terms of a PO or SOW conflict with the terms of the MSA, which existed prior to such PO or SOW, the terms of the pre-existing MSA shall prevail, except to the extent that the PO or SOW expressly states that the MSA is to be overridden or modified."

Section 1.5 permits a GE affiliate to issue an order under the MSA. Such an order incorporates the MSA, constitutes a separate contract between its parties, and is an independent contractual obligation from other orders. For purposes of an affiliate's order, the term "Company" refers to the issuing affiliate. The provision also separates GE's liability from the obligations of its affiliates.

Section 14.1 selects New York law. Section 14.2 separately provides that the parties shall attempt amicably to resolve any controversy, dispute, or difference arising out of the MSA, "failing which either party may initiate litigation only" in the federal district court for the Southern District of New York or, if that court lacks subject-matter jurisdiction, in supreme court, New York County. It includes submission to personal jurisdiction and waivers concerning venue and forum non conveniens. Section 19 again gives the MSA precedence over alternative terms in connected documents unless those alternative terms are expressly incorporated on the face of the MSA.

The agreement also addresses electronic commerce. Section 20 recognizes electronic communications as writings and signatures and permits their use as business records. Section 21.1 integrates the agreement and expressly excludes prior dealings, course of performance, and trade usage as sources for determining its meaning. Section 21.3 requires a writing signed by an authorized GE representative for modifications binding on GE. These provisions are relevant to respondents' reliance on acceptance through their electronic procurement system.

On July 9, 2024, GEVI issued Purchase Order No. 210116889 for an MCE on Turbine 11 at Willow Creek, South Dakota. The exhibited order lists a $52,500 price, an order date of July 9, 2024, a revision date of July 11, 2024, and amendment number 1. Its change history records a last-acceptance date of July 11, 2024. The order states that the GE Vernova Onshore Wind Terms of Purchase Revision A—U.S. apply and directs the supplier to contact the buyer or obtain the terms through the specified website. It also incorporates supplier quality requirements. The exhibited document does not state that the MSA, section 14.2, or the MSA's order-of-precedence provisions are being overridden or modified.

The Terms of Purchase bear a March 20, 2024 revision date. Section 1 recognizes acceptance by acknowledgment or commencement of work. Although it generally gives those terms precedence, it expressly excepts terms contained in a negotiated written agreement that the parties have agreed may override them in a conflict. It further treats terms that do not contradict an existing agreement as additional terms. Section 20.1 selects New York substantive law. Section 20.2 provides for ICC mediation and, if the dispute is not settled within the specified period, final and binding ICC arbitration in New York, conducted in English, with an award of attorney's fees and costs to the prevailing party.

Respondents allege that CES began work on July 26, 2024, completed the MCE on August 10, 2024, and left the turbine in an unsafe condition. They attribute the August 14, 2024 collapse to an overspeed event involving blades left in a power-producing position and deficiencies in the turbine's controls and protective systems. CES disputes responsibility and alleges missing communication and pitch-control equipment, insufficient GE supervision, intervening wind conditions, and GE's failure to inspect after the turbine was returned. CES also alleges that respondents disposed of the remaining turbine evidence after their investigation without permitting an independent examination. Those are disputed merits allegations, not factual findings in this proceeding.

Respondents state that the parties unsuccessfully mediated on December 15, 2025. They commenced ICC arbitration on August 14, 2026, and report that the ICC Secretariat notified CES on August 27, 2026. The Request for Arbitration asserts breach of contract, breach of indemnification obligations, breach of express warranties, fraudulent concealment, and negligent misrepresentation. It seeks at least $5,082,743.91, together with additional relief. Its first three causes of action expressly invoke MSA obligations as well as the purchase order and Terms of Purchase; its remaining causes arise from representations and omissions concerning the same MCE work.

CES commenced this proceeding on September 3, 2026. By the ruling dated September 3, 2026 and filed September 4, 2026 (NYSCEF Doc. No. 17), the court temporarily restrained respondents from prosecuting the arbitration pending determination of the petition. That ruling expressly reserved the ultimate question of arbitrability. Its accompanying order to show cause set deadlines for opposition and reply. Respondents thereafter submitted their opposition memorandum (NYSCEF Doc. No. 33) and the affirmation of Gislaine Amaral (NYSCEF Doc. No. 34); CES submitted its reply memorandum (NYSCEF Doc. No. 35). The present determination rests on the completed written submissions, including the earlier papers concerning temporary relief, rather than on the preliminary assessment embodied in the TRO.

ARGUMENTS

CES argues that sections 1.3, 1.5, 14.2, 19, and 21.1 require litigation of this controversy and prevent respondents' standard purchasing terms from displacing the MSA. It emphasizes that the arbitration demand relies directly on the MSA's warranties and indemnification obligations and that Annex 1 specifically governs MCE work. CES also argues that neither the unsigned purchasing terms nor the purchase order establishes unequivocal assent to arbitration; it challenges the hyperlink's accessibility and characterizes the online terms as "browsewrap."² Its reply invokes construction against the drafter, questions whether "PO" is adequately defined, and points to MSA references to lawsuits, trials, and appeals. CES additionally contends that respondents failed to initiate ICC mediation and that the arbitral forum was selected to avoid consequences from destruction of physical evidence.

Respondents answer that section 20.2 broadly refers disputes to ICC arbitration and incorporates rules empowering the tribunal to determine its own jurisdiction. They argue that this delegates arbitrability and prevents judicial determination of CES's objections. Independently, they contend that the MSA and the affiliate's purchase order are separate agreements, that the MSA anticipates supplemental purchasing terms, and that the MSA's provision for New York litigation can be harmonized with arbitration of transaction-specific disputes. They rely particularly on Matter of Smith Barney Shearson v Sacharow (91 NY2d 39 [1997]), Life Receivables Trust v Goshawk Syndicate 102 at Lloyd's (66 AD3d 495 [1st Dept 2009], affd 14 NY3d 850 [2010]), Isaacs v Westchester Wood Works (278 AD2d 184 [1st Dept 2000]), and Shaw Group Inc. v Triplefine Intl. Corp. (322 F3d 115 [2d Cir 2003]).

Amaral states that CES and GEVI accepted and performed at least 92 purchase orders following execution of the MSA; that purchase orders are emailed and made available through iSupplier; that acceptance is required before invoicing; that CES employee Julietta Palyan accepted this order on July 11, 2024; and that the relevant hyperlink was active and accessible. Respondents also rely on performance, invoicing, payment, and direct-benefits estoppel. They state that GE, although not a party to the purchase order, voluntarily joined the arbitration for efficiency.³

DISCUSSION

I. Judicial Authority and the Governing Standard

CPLR § 7503(b) authorizes a party that has not participated in the arbitration and has not made or been served with an application to compel arbitration to seek a stay on the ground that a valid agreement was not made or has not been complied with. The supplied record identifies no merits participation by CES or prior application to compel that would foreclose this remedy. The petition followed both the August 14 filing and the reported August 27 notification within 20 days.

No untimeliness defense requires application of the narrow exception discussed in Matter of Fiveco, Inc. v Haber (11 NY3d 140, 144-145 [2008]). The court therefore reaches the contractual question under CPLR § 7503(b).

Arbitration is founded on agreement. New York's policy favoring arbitration protects consensual arbitration; it does not dispense with proof of the parties' undertaking. An agreement to arbitrate must be clear, explicit, and unequivocal. Whether an extant agreement requires arbitration of the controversy is ordinarily a judicial question, subject to an enforceable agreement delegating arbitrability (Matter of Acting Supt. of Schools of Liverpool Cent. School Dist. [United Liverpool Faculty Assn.], 42 NY2d 509, 512 [1977]; Matter of Primex Intl. Corp., 89 NY2d at 598; Matter of Smith Barney Shearson, 91 NY2d at 45-47).

The parties' commercial dealings concern work across state lines. To the extent the Federal Arbitration Act applies, the same antecedent requirement of agreement controls (9 USC § 2; First Options of Chicago, Inc. v Kaplan, 514 US 938, 943-945 [1995]). Particularly pertinent is Coinbase, Inc. v Suski (602 US 143, 148-152 [2024]), which holds that where competing contracts provide for arbitration with delegation and for judicial resolution, the court must determine which contract governs. Although the sequence of the contracts there differed, its reasoning forecloses treating a disputed delegation provision as automatically controlling the very inquiry into which agreement supplies the governing forum. It does not itself decide which of these contracts prevails; that issue remains one of New York contract interpretation.

Respondents correctly rely on Smith Barney and Life Receivables for the enforceability of delegation through broad arbitration language and incorporation of arbitral rules. Life Receivables expressly recognizes that scope and validity issues may be assigned to the tribunal; a party cannot evade an otherwise applicable delegation merely by calling its objection one of validity. CES's claim here, however, specifically challenges the contractual effectiveness of both arbitration and delegation in light of the MSA's competing forum and precedence provisions. The court accordingly decides the contract-selection issue while giving respondents the benefit of their asserted incorporation of the ICC jurisdictional rules. The broad ICC clause cannot establish its own priority over the MSA (Coinbase, 602 US at 148-152; Life Receivables, 66 AD3d at 495-496, affd 14 NY3d 850 [2010]).

II. The Express Contractual Hierarchy Governs This Controversy

A complete and unambiguous written agreement is enforced according to its terms. Whether an ambiguity exists is a question of law, and disagreement between the parties does not create one. Related documents must be read together, with effect given to their provisions (Greenfield, 98 NY2d at 569-570; Bombay Realty Corp. v Magna Carta, 100 NY2d 124, 127 [2003]).

Here, the parties themselves prescribed how their related documents interact.

Section 1.3 establishes two distinct rules: purchase orders may supplement the MSA, but conflicting terms require an express statement that the MSA is being overridden or modified. Respondents' reading would collapse those rules into a single authorization for any later purchasing terms to displace the MSA. That interpretation would deprive the express-override requirement of operative effect. Section 19 reinforces the same hierarchy, and nothing on the face of the MSA expressly incorporates the March 2024 arbitration terms. Permission to issue future orders does not itself expressly incorporate every alternative dispute-resolution provision that might appear in a future standard form (Greenfield, 98 NY2d at 569-570; Bombay Realty, 100 NY2d at 127).

Section 1.5's designation of an affiliate's order as a separate contract does not change that result. The same sentence requires incorporation of the MSA, and the provision makes the order independent from other purchase orders rather than exempt from the governing MSA. It identifies the affiliate responsible for performance and payment and protects GE from affiliate liabilities.

Each component retains effect when the order remains a distinct contract subject to the MSA's incorporated terms and conflict rule. Respondents' references to section 6.7's requirement of a valid purchase order before work and section 11.1.1's adoption of order-specific specifications show that orders serve important commercial functions; they do not establish an exception to the stipulated forum hierarchy (Bombay Realty, 100 NY2d at 127).

The current dispute falls within that hierarchy. Annex 1 governs the MCE services that the purchase order commissioned. The arbitration demand expressly seeks relief under the MSA's performance, warranty, and indemnity provisions. These are not obligations originating under an unrelated contract. Nor do the tort labels supply an independent arbitral agreement: the fraudulent-concealment and negligent-misrepresentation claims concern CES's handling of and reporting about the same MCE. Respondents identify no separate submission agreement governing those claims. The determination therefore extends to all five causes of action in the identified arbitration, without adjudicating their substantive sufficiency (Matter of Primex Intl. Corp., 89 NY2d at 598-602; Matter of Acting Supt. of Schools, 42 NY2d at 512).

Section 14.2 is not merely a choice-of-law clause. Section 14.1 performs that function. Section 14.2 establishes a sequence of amicable resolution followed, if necessary, by litigation of MSA controversies in designated courts. In that context, "may" permits either party to initiate litigation rather than obligating a lawsuit; it does not authorize one party to eliminate the other's specified judicial remedy by demanding binding arbitration. Mandatory arbitration of the same controversy would deprive that provision of its intended function. With sections 1.3 and 19 prescribing which provision prevails, the court need not create a forum distinction that the parties did not write (Greenfield, 98 NY2d at 569-570; Bombay Realty, 100 NY2d at 127).

The court has considered Isaacs (278 AD2d at 184-185), which harmonized an express arbitration agreement with a general exclusive-jurisdiction clause by treating the latter as governing applications in aid of arbitration. The Appellate Division, First Department, applied that reasoning again in Westport Ins. Corp. v HBC US Holdings Inc. (206 AD3d 520 [1st Dept 2022]) and Dart Seasonal Prods. Inc. v City of New York (236 AD3d 403 [1st Dept 2025]). Those cases preclude a categorical holding that every New York forum clause defeats arbitration. This decision adopts no such rule. The decisive features here are the express precedence mechanism governing later orders and the MSA's provision for litigation after unsuccessful amicable resolution.

Construing section 14.2 solely as an ancillary-arbitration venue clause would bypass section 1.3's express modification requirement. Harmonization preserves supplemental purchasing terms, while the conflict clause supplies the agreed treatment of an incompatible forum term. The specifically negotiated rule about conflicting purchase orders governs this particular conflict (Isaacs, 278 AD2d at 184-185; Greenfield, 98 NY2d at 569-570).

The Terms of Purchase themselves support that reading. Their section 1 excepts a negotiated written agreement whose terms the parties have expressly agreed may override conflicting purchasing terms. The MSA's sections 1.3 and 19 supply that express agreement. The same purchasing provision characterizes noncontradictory terms as additional terms. Thus, assuming incorporation of the entire purchasing document, its own hierarchy preserves the MSA's priority. CES is not allowed to select favorable substantive terms and discard an unfavorable term; the court is enforcing the mechanism the documents prescribe for a conflict (Bombay Realty, 100 NY2d at 127; Greenfield, 98 NY2d at 569-570).

Nor does the MSA's integration clause alone supply the result. Primex held that a general merger clause did not retroactively extinguish obligations to arbitrate disputes arising under earlier agreements. Here, no earlier arbitration undertaking is extinguished by a later general merger clause. The MSA prospectively governs subordinate orders and expressly dictates the conditions for their conflicting terms to control. Enforcing that provision accords with Primex's emphasis on the source of the asserted obligations and the parties' expressed intent (Matter of Primex Intl. Corp., 89 NY2d at 598-602).

III. Electronic Acceptance and Estoppel Do Not Displace the Agreed Hierarchy

Respondents' evidence of electronic acceptance is substantial and must be addressed. The purchase order identifies the applicable purchasing terms, marks acceptance as required, and records an acceptance date. Amaral identifies CES's accepting employee and explains the procurement and invoicing process. Section 20 of the MSA itself recognizes electronic contract formation and signatures. The court therefore does not infer the absence of assent from an unsigned paper form, a blank acceptance-deadline box, or the absence of a separate signature on the Terms of Purchase. Objective manifestations of assent matter (Brown Bros. Elec. Contrs. v Beam Constr. Corp., 41 NY2d 397, 399-400 [1977]; Matter of Express Indus. & Term. Corp. v New York State Dept. of Transp., 93 NY2d 584, 589 [1999]).

For the same reason, the court does not accept CES's proposition that terms incorporated by hyperlink are necessarily ineffective unless reproduced on the order's face. The notice-and-assent principles discussed in Specht v Netscape Communications Corp. (306 F3d 17, 29-35 [2d Cir 2002]) do not establish such an absolute requirement. Respondents' account of affirmative acceptance and a conspicuous reference presents a materially different factual setting from unnoticed terms accompanying passive website use. Nevertheless, the court need not resolve the hyperlink dispute or determine the sufficiency of every item of proof supporting incorporation. Even treating the incorporated terms as accepted, their effectiveness remains subject to the hierarchy incorporated from the MSA (Express Indus., 93 NY2d at 589; Greenfield, 98 NY2d at 569-570).

The same reasoning answers respondents' course-of-dealing and payment arguments. Ninety-two accepted orders may establish familiarity with the purchasing process and support acceptance. They do not establish an express statement overriding the MSA in this order. Moreover, section 21.1 expressly excludes course of performance as a means of determining the MSA's meaning. Respondents identify no separate writing or specific electronic communication agreeing to replace section 14.2 or to waive the express-override requirement. An electronic acceptance can satisfy a writing requirement, but its content still must accomplish the modification asserted. Ordinary acceptance of the order and performance under it are fully consistent with the MSA's contemplated ordering process (Brown Bros., 41 NY2d at 399-400; Greenfield, 98 NY2d at 569-570).

Matter of Belzberg v Verus Invs. Holdings Inc. (21 NY3d 626, 630-633 [2013]) recognizes direct-benefits estoppel where a nonsignatory knowingly exploits an agreement containing an arbitration provision. The court assumes here that CES directly benefited from and accepted the purchase order. That assumption does not permit severing the order's arbitration term from its incorporated precedence rule. Acceptance of contractual benefits binds a party to the agreement as properly construed; it does not enlarge the arbitration undertaking beyond the governing terms. Respondents' cited trial-level and federal decisions concerning unsigned agreements and receipt of benefits do not identify an express-override provision comparable to the one controlling this record. Neither estoppel nor the policy favoring arbitration supplies the missing contractual modification (Belzberg, 21 NY3d at 630-633; Matter of Smith Barney Shearson Inc., 91 NY2d at 49-50).

GE's voluntary participation supplies no independent basis for arbitration against CES. GE's consent to an arbitral forum cannot substitute for CES's consent. Even assuming GE could otherwise invoke rights under the affiliate's order as a beneficiary, its rights would remain subject to the same contractual hierarchy. Because the arbitration provision does not govern this controversy, GEVI's involvement cannot provide a predicate for compelling CES to arbitrate with GE (Belzberg, 21 NY3d at 630-633; First Options, 514 US at 943-946).

IV. Remaining Contentions and the Appropriate Final Relief

The court rejects CES's contention that uncertainty about "PO" defeats the agreements. The opening engagement provisions expressly refer to a "Company Purchase Order" and the abbreviation "PO"; section 1.5 addresses affiliate-issued orders. Read as a whole, the terminology is sufficiently clear. The court also does not rely on construction against the drafter. The precedence provisions resolve the question without resort to that interpretive aid. CES's references to trial and appeal expenses in the indemnity provisions are consistent with litigation but would not, standing alone, negate an otherwise controlling arbitration agreement (Greenfield, 98 NY2d at 569-570; Isaacs, 278 AD2d at 184-185).

CES's assertion that respondents bypassed mediation does not support this judgment. Respondents state that the parties mediated unsuccessfully on December 15, 2025, and CES supplies no developed basis on which to determine whether that mediation satisfied every procedural requirement in section 20.2. Participation in unsuccessful mediation is also compatible with section 14.2's requirement of an amicable attempt and does not, without a further agreement, establish consent to binding arbitration. Because the contract-selection issue is dispositive, the court makes no alternative determination concerning compliance with arbitral preconditions (Matter of Smith Barney Shearson, 91 NY2d at 45-47; Matter of Primex Intl. Corp., 89 NY2d at 598).

Similarly, the competing allegations concerning supervision, turbine configuration, weather, inspection, reliance, damages, and destruction of evidence do not establish or defeat an arbitration agreement. The court neither endorses CES's assertion that respondents selected arbitration to avoid sanctions nor decides whether sanctions or an adverse inference are warranted. CPLR § 7501 forbids examination of the merits in determining arbitrability. Those issues remain for the proper forum in a plenary proceeding, and none is resolved by the stay (Matter of Fiveco, 11 NY3d at 144; First Options, 514 US at 943-945).

The interim-relief arguments do not require an additional injunction analysis now. The likelihood-of-success, irreparable-injury, and balance-of-equities standards govern provisional relief (Nobu Next Door, LLC v Fine Arts Hous., Inc., 4 NY3d 839, 840 [2005]; Doe v Axelrod, 73 NY2d 748, 750 [1988]). This final judgment instead grants the statutory remedy under CPLR § 7503(b) upon determination that the asserted arbitration clause does not govern. Respondents' arguments that money damages are calculable, arbitral remedies are adequate, or an answer extension was offered do not establish the missing obligation to arbitrate. The court therefore need not hold that arbitration expense invariably constitutes irreparable injury. Entry of the permanent stay resolves the remaining request for provisional protection.

No evidentiary hearing is necessary. CPLR § 409(b) requires summary determination to the extent the papers raise no triable issue, while CPLR § 410 provides for trial of material factual issues. The disputed hyperlink and acceptance issues cannot change the result because the court assumes respondents' account for purposes of this judgment. No competing version of the governing contract or express modification has been produced. The dispositive question is the legal effect of the writings, which the court may determine on this record (Greenfield, 98 NY2d at 569-570; Bombay Realty, 100 NY2d at 127).

The prior TRO records that the parties agreed at the September 3, 2026 argument that federal diversity jurisdiction was lacking and that this proceeding was properly before Supreme Court, New York County. The court does not treat that agreement as adjudicating the citizenship of every LLC member or every possible basis for federal jurisdiction. It is sufficient here that no jurisdictional or venue objection is pressed, the MSA contains consent to personal jurisdiction in the designated New York courts, and CPLR § 7503(b) supplies the requested state-law remedy.

The judgment fixes the contractual forum issue presented without commencing or deciding any plenary damages action (Matter of Primex Intl. Corp., 89 NY2d at 598).

Accordingly, it is

ORDERED AND ADJUDGED that the petition of Clean Energy Services CES LLC pursuant to CPLR § 7503(b), and the branch of Motion Sequence 001 seeking a permanent stay, are GRANTED; and it is further

ORDERED AND ADJUDGED that the ICC arbitration commenced by GE Vernova International, LLC and General Electric International, Inc. on August 14, 2026 against Clean Energy Services CES LLC, arising from the work on Turbine 11 at Willow Creek Wind Farm under Purchase Order No. 210116889, is permanently STAYED as against Clean Energy Services CES LLC; and it is further

ORDERED that respondents and their agents and representatives shall take no further steps to prosecute that identified arbitration against petitioner; and it is further

ORDERED that the temporary restraint imposed by the ruling dated September 3, 2026 is superseded upon entry of this judgment by the permanent stay, and any remaining request for temporary or preliminary relief pending determination of the petition is DENIED AS ACADEMIC; and it is further

ORDERED AND ADJUDGED that this judgment determines only the arbitrability of the controversy presented in the identified ICC proceeding and does not determine the merits of any claim or defense, any damages or indemnity entitlement, or any application concerning alleged spoliation; and it is further

ORDERED that petitioner shall serve a copy of this decision, order and judgment, with notice of entry, upon respondents' counsel and transmit a copy to the ICC Secretariat within ten days after entry; and it is further

ORDERED that the Clerk shall enter judgment accordingly, without costs or disbursements, and mark this special proceeding disposed.

This constitutes the decision, order and judgment of the court.

DATE 10/5/2026

HASA A. KINGO, J.S.C.

FOOTNOTES

1.   CES also moved by order to show cause for temporary relief pending determination of the petition, and this court granted that application when it conformed the order to show cause.

2.   A browsewrap agreement is a type of online contract where a website/s terms and conditions are posted via a hyperlink (usually in the footer), and the site claims that a user agrees to them simply by browsing or using the site.

3.   In addition, when previously opposing interim relief, respondents disputed irreparable harm, stressed the availability of arbitral remedies, offered additional time to answer the arbitration request, and argued that the equities and the policy favoring arbitration required denial of the TRO.

Hasa A. Kingo, J.