Judge Guido Calabresi
District court denied VRG Linhas Aereas confirmation of a Brazilian arbitral award against MatlinPatterson (MP), holding MP liable for damages from fraudulent misrepresentations made during VRG’s sale to Gol Linhas Aereas Inteligentes. All parties except MP signed a March 2007 sale agreement. MP signed an addendum thereto. District court held the arbitral panel lacked jurisdiction. Even if MP had agreed to arbitrate disputes over its noncompete pact with VRG, it had not agreed to arbitrate "an entirely different issue [arising] under the agreement that it did not sign." Second Circuit vacated and remanded. It found that district court decided the dispute absent inquiring if the parties agreed to an arbitration clause that clearly assigned to the panel any questions about the arbitration agreement’s scope. If district court finds MP agreed to the terms of agreement §14, circuit precedent compels the conclusion that MP clearly committed questions of scope to the arbitrators. If MP did not agree to §14′s terms, no further analysis would be necessary. Such a finding would compel denial of VRG’s confirmation petition on the ground that MP never consented to arbitration.