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Gemini Consulting Group Inc. v. Horan Keogan Ryan Ltd.

May 30, 2007


The opinion of the court was delivered by: John F. Grady United States District Judge


Before the court are defendant's motion to dismiss the complaint and defendant's motion to confirm certain arbitral awards. For the reasons explained below, the motion to dismiss is granted and the motion to confirm the arbitral awards is granted in part and denied in part.


Plaintiff, Gemini Consulting Group Inc. ("Gemini"), is an Illinois corporation involved in the development of medical care facilities both in the United States and overseas. Defendant, Horan Keogan Ryan Ltd. ("HKR"), is an Irish architectural firm. This action arises out of the development of two medical care facilities in Ireland.

The first project was the development of a medical facility in Trim, County Meath, Ireland (the "Trim Project"). On July 30, 2003, Gemini and HKR executed a signed agreement (the "Trim Agreement") pursuant to which HKR would provide architectural services. The Trim Agreement contained a dispute-resolution provision that stated as follows:

7. We agree that if any dispute or difference shall arise between the parties in connection with this Agreement or arising thereunder, that any such dispute or difference shall be and is hereby referred to arbitration and the final decision of such person as the parties hereto may agree to appoint as arbitrator, or failing agreement as may be appointed at the request of either party by the President of the [Royal Institute of Architects of Ireland], shall be binding. Any such reference to arbitration shall be deemed to be a submission to arbitration in accordance with the Arbitration Acts, 1954-1998, or any Act amending or replacing same. The award of the arbitrator shall be final and binding on the parties.

8. The governing law relating to any matter arising under this Letter of Appointment or in connection therewith shall be the laws in Ireland. (Compl., Ex. A, Trim Agreement, at 10.)

Gemini complains that with respect to the Trim Agreement, HKR failed to create original designs but rather took the drawings of existing medical facilities that Gemini had provided to HKR as examples, made several flawed modifications, and submitted the plans to Gemini as HKR's own.

Gemini also became involved in the development of a similar medical facility in Sligo, Ireland (the "Sligo Project"). Gemini alleges that without request by Gemini, HKR created preliminary plans and designs for the Sligo Project and submitted them to Gemini. According to Gemini, although the parties discussed the Sligo Project, they never reached any agreement, written or oral, and never signed a contract relating to that project.

Gemini contends that despite HKR's failure to fulfill its duties under the Trim Agreement and despite the absence of any contractual agreement concerning the Sligo Project, HKR submitted charges to Gemini of € 112,313.53 for the Trim Project and € 10,461.47 for the Sligo Project.*fn1 Gemini objected to the charges and attempted to negotiate with HKR, but efforts to resolve the dispute failed, and in May 2004, HKR advised Gemini that it would initiate arbitration.

On June 24, 2004, HKR's counsel contacted Gemini about initiating arbitration. HKR suggested three candidates for arbitrator and stated that if Gemini did not respond within twenty-one days, HKR would apply to the Royal Institute of Architects of Ireland ("RIAI") for the appointment of an arbitrator. Gemini had not yet retained a lawyer in Ireland.

Gemini did not substantively respond to HKR's letter or agree on an arbitrator. On August 23, 2004, HKR sent a letter to the RIAI requesting that an arbitrator be appointed. Gemini alleges that HKR committed "procedural errors" in initiating the arbitration by referring to Gemini in correspondence as "Gemini Consulting Inc." instead of "Gemini Consulting Group, Inc." and by requesting a single arbitrator for both the Trim and Sligo disputes.

The RIAI appointed an arbitrator named David Keane. In late September 2004, Keane accepted the appointment and undertook to arbitrate both disputes. Gemini objected to Keane's appointment and refused to sign the appointment form. Keane indicated that under Irish law, he had the power to arbitrate the disputes even if Gemini did not consent to his appointment.

On February 28, 2005, after some delay occasioned by Gemini, Keane notified the parties that an initial meeting would take place in Dublin, Ireland on April 4, 2005. In mid-March 2005, Gemini's president, James McCarthy, advised Keane that McCarthy would "attempt to attend [the] meeting via conference phone call" but that the meeting "may have to be postponed" because of McCarthy's travel schedule. (HKR's Mem. in Supp. of Mot. to Confirm Awards, Ex. 19.) Gemini still did not have Irish counsel at that point. Keane would not postpone the meeting and would not allow participation by telephone.

Counsel for HKR attended the April 4 meeting, but Gemini did not send a legal representative. After the meeting, Keane sent a letter to the parties that summarized the meeting and gave further directions. The letter stated in pertinent part:

A preliminary meeting in connection with this reference to arbitration was held . . . at 4.30 pm ...

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