Free Redacted Document - District Court of Delaware - Delaware

Case 1:08-cv-00361-JJF

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE
STILTON INTERNATIONAL HOLDINGS LIMITED

Petitioner

A. No. 08- 361 (JJF)

CIS FINANCIAL SERVICES , INC. and CARGILL , INCORPORATED
Respondents.

PUBLIC VERSION
Docket No. 29

RESPONDENTS CARGILL, INCORPORATED AND CIS FINANCIAL SERVICES, INC.' S REPLY MEMORANDUM IN SUPPORT OF CROSS- MOTION WARD TO VACATE OR AL TERNA
LANDIS RA TH & COBB LLP Daniel B. Rath , Esquire (No. 3022) Rebecca L. Butcher, Esquire (No. 3816) 919 Market Street , Suite 600 Wilmington , Delaware 19801 Telephone: (302) 467- 4400 Facsimile: (302) 467- 4450 Email: rath(fYlrclaw. com butcher(fYlrclaw. com
Attorneys for Respondents CIS

OF COUNSEL: AEGRE & BENSON LLP Michael B. Fisco , Esquire Will Stute , Esquire Michael M. Krauss , Esquire 2200 Wells Fargo Center 90 South Seventh Street Minneapolis , MN 55402 (612)766- 7000

Services, Inc. and Cargill, Incorporated

DATE: August 29 2008

623. 002- 21816. doc

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TABLE OF CONTENTS
TABLE OF AUTHORITIES.......................................................................................................... ii

PRELIMINARY STATEMENT....................................................................................................
ARGUMENT ..................... .....

The Award Should Be Vacated Because The Panel Exceeded Its Powers By ReW ri ting the

II.

The Award Is Not Final And Definite And If Not Vacated , Must Be Modified............ 7
A. The

, the amount of the award is shifting, and it does not set the rights and obligations of the parties................................................................................ 7
s right to credit........................................................................................................................ .....

B. The

C. The

and the fact that legal remedies may be available to Cargill if that happens does not fix the Award.......................................................................................................... 12
CONCLUSION...................................................................................................................... ....... 12

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TABLE OF AUTHORITIES
Page(s)
FEDERAL

CASES

ACandS, Inc. Surety Co. 435 F. 3d 252 (3d Cir. 2006) .......................................................................................................
Brentwood Med. Assocs. v.

United Mine Workers of Am.

396 F. 3d

237 (3d Cir. 2005) .......................................................................................................

Cambridge Capital, LLC v. Rossi Y. 2005) ...................................................................................... 331 B. R. 47 (Bkrtcy. E.
Cary Oil Co., Inc. v. MG Refining

Marketing, Inc.

257 F. Supp. 2d 751 (S.
Collins Aikman Floor Coverings Corp.

Y. 2003) .....................................................................................
v. Forehlich Y. 1990) .............................................................................................

736 F. Supp. 480 (S.
DeKwiatowski v. Bear, Stearns

Co.

306 F. 3d
Dighel!o v.

1293 (2d Cir. 2002) .....................................................................................................

Busconi

673 F. Supp. 85 (D. Conn. 1987),

aff' d, 849 F.2d. 1467 (2d Cir. 1988)..................................

Indep. Order of Foresters

157 F. 3d

v. Donald, Lufkin Jenrette, Inc. 933 (2d Cir. 1998) .......................................................................................................

Metromedia Energy Servs. , Inc. v. Ensearch Energy Servs. Inc. 409 F. 3d 547 (3d Cir. 2005) .......................................................................................................

Shearson Lehman Hutton, Inc. v. Wagoner 944 F. 2d 114 (2d Cir. 1991).......................................................................................................
Sherrock Bros., Inc. v.

DaimlerChrysler Motors Co.

465 F. Supp. 2d 384 (M. D. Pa. 2006) ........................................................................................
Southco, Inc.

Reel! Precision Mfg. Corp. F. Supp. 2d _ 2008 WL 2221891 (E. D. Pa. May 27 , 2008) ...............................................
v. Sons v.

Yusuf Ahmed

Toys "R" Us, Inc.

126 F. 3d
STATE

15 (2d Cir. 1997).........................................................................................................

CASES

v. New York State Public Professional Staff Congress- CUNY 7 N. Y.3d 458 857 N. E.2d 1108 (2006) .....................................................................................

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State of New Yorkv. Seventh Regiment Fund, Inc.

98 N. Y.2d 249 , 774 N.
FEDERAL STATUTES

2d 702 (2002) ....................................................................................

9 U. S . C. ~ 207............................................................................................................................. .....
OTHER AUTHORITIES

American Arbitration Association , Commercial Arbitration Rules , R- 42; R- 43 .............................
http://www.investopedia. com/terms/c/credit.asp ............................,................................................ 9

111

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PRELIMINARY STATEMENT
The goal of arbitration under the FAA is primarily twofold: (1) to
as bargained between the parties , and (2) to resolve the parties ' dispute in a full and final manner
that eliminates the need for litigation.

modified , because it fails both objectives. First , in awarding contract damages against Cargill for
Refco s failure to return

, the Panel interpolated into the Account
but

Agreement a contractual duty and remedy that do not exist.

the

plain text of the parties ' agreement as the source of such an obligation , but vacation is warranted
because the Panel' s written opinion

Award on a term found nowhere in the contract itself.
Second , the remedy as fashioned by the Panel is unclear , unworkable , and unsupportable

under the FAA. Rather than

' dispute fully and finally, it opens a Pandora
' respective payment obligations

box of issues for litigation. Among them: What are

under the Award? And:
he controls , without engaging in a

s principal sell Stilton s bankruptcy claim to another entity
s expense? Beyond that , the

Award ignores Stilton s duty to mitigate damages , and instead encourages Stilton to resolve its

preference action by intentionally increasing its purported contract

, if the

A ward is not vacated outright , is must be modified and corrected to comply with both the FAA

and basic fairness under the common law.

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ARGUMENT

The Award
Writing the Account Agreement.
An arbitration award will be enforced if its form can be rationally derived from
the agreement between the parties or the parties ' submissions to the arbitrators and terms of the
arbitral award are not completely irrational."

ACandS, Inc.
But where the

v.

Travelers Cas.

Surety Co.

435

3d 252 ,

258 (3d Cir. 2006) (Alito , J. ).

irrational - such
warranted. Southco, Inc. v.

Reel! Precision Mfg. Corp.
Sherrock Bros., Inc. v.

F. Supp. 2d - ' 2008- WL 2221891 ,

at

*5 (E. D. Pa. May 27

2008);

DaimlerChrysler Motors Co. 465 F. Supp.

2d 384 , 392- 93 (M. D. Pa. 2006).
That is the case here. Stilton argues that " assignment does not discharge the assignor of
its obligations to its obligee

under the contract.

(Opp. at 15 (emphasis added).

) I Stilton

problem remains that the Panel awarded $30. 6 million in damages for breach of obligations that
did not arise under the contract.

The Award assumes that Refco had a contractual duty to return

Stilton s funds on demand no matter the

damages may be imposed against Refco in tort , they appear nowhere in the Account Agreement
- and thus cannot give

from the written opinion that the Panel exceeded its authority here in concluding otherwise , the

Opp. " refers to Stilton s July 21 , 2008 , brief in opposition to Cargill' s cross-motion to vacate or alternatively to modify the arbitration award , and " Br. " refers to Cargill' s July 3 , 2008 , brief in support of its cross-motion. Unless stated otherwise , capitalized and abbreviated terms retain the same meaning as in Cargill' s July 3 2008 , brief.

1"

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Award should be vacated under section 10(a) (4) of the FAA.

See Metromedia Energy Servs.

Inc.

v.

Ensearch Energy Servs. Inc. 409 F. 3d 547 580 (3d Cir. 2005).2

The Panel found that CISFS and then Refco " acted as (Stilton s) broker " pursuant to the
Account Agreement , and that Refco breached the Agreement by:

trading and withdrawals; (2) liquidating Stilton s account; and (3) refusing to return monies in
that account to Stilton.
, 3. )

But
s broker - and not as a

CISFS (and then Refco) contractually

guarantor that all client funds will be available for return on demand for an indefinite period of
time. Indeed ,

under the Panel' s writing of the Account Agreement, Cargill would be a guarantor

of the return of funds even if the bankruptcy had occurred five or ten years after
the Account Agreement.

Contrary to Stilton
broker" is not " undefined

s characterization ,

however ,

the contractual obligation " to act as

and ambiguous. " (Opp.

) Nor

have consistently held that a broker in a non- discretionary account such as Stilton s has only " the

duty to execute requested trades.
157 F. 3d 933 ,

Indep. Order of Foresters

v.

Donald, Lufkin

Jenrette, Inc.

941 (2d Cir.
see also DeKwiatowski v.

relationship under New York law);

Bear, Stearns

Co. 306 F.

1293 , 1306 (2d Cir. 2002) (observing that there is " no authority for the view that , in the ordinary

2 Stilton suggests that 9 U. C. ~ 207 and the Convention on the Recognition and Enforcement , 1958 (" Convention ) contain the only grounds for of Foreign Arbitral A Stilton is wrong. vacation or modification. s cross-motion because the Award is a non- domestic award not , the FAA Sons v. Toys "R" Us, Inc. 126 F . 3d 15 , 20Yusuf Ahmed rendered in the United States. (2d Cir. 1997) (applying FAA to motion to vacate United States). " Indeed , many commentators and foreign courts have concluded that an action only under the domestic law of the arbitral forum , and can to set aside an award can be brought never be made under the Convention. Id. The FAA thus governs the dueling motions here.

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case , a broker may be held to

, to a nondiscretionary

client , that would

by- transaction duties.
v.

Shearson Lehman Hutton, Inc.

Wagoner 944 F. 2d 114 ,

120 (2d

broker had no fiduciary duty to customer " other than to execute the trades requested because the
accounts were non- discretionary
Stilton cited no cases either to the Panel or this Court holding that the contractual duty to

act as broker
guaranteeing against adverse market conditions , including bankruptcy of the

instead relies on testimony and argument during the hearing that

REDACTED

REDACTED
(Opp. at l2 , 13 (quoting Hearing Transcript).

REDACTED
the duty not to improperly

REDACTED
tort of

Instead ,

another s property arises not in contract, but in tort. For example , a party may be liable for the

unauthorized assumption and exercise of the right
State of New

ownership over goods belonging to another to the exclusion of the owner s rights.
York v.

Seventh Regiment Fund, Inc. 98 N. Y.2d 249 259 774 N. E.2d 702 , 710 (2002). Stilton

could - and did - bring a

witnesses and counsel discussed

REDACTED

Stilton points to

no hearing testimony or argument stating that Stilton s right to pull its money or Refco s duty to
return funds arose

under the contract thereby yielding contract

remains responsible. And the Panel rightly rejected all of Stilton s tort claims against Cargill.

What remains is the plain and limited text of the Account
does the Account Agreement impose on Cargill the obligation to return customer

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any given length of time , much less on

guarantee that customer funds will be
Nothing prevented the parties from imposing such contractual obligations , with ensuing contract
damages , on Cargill. To the

unregulated and the broker is not supervised or subject to oversight.

Beyond that ,

the contract

flowing from Stilton to Cargill , but does not specify any similar Event of Default by Cargill.
~8.

(Id.

Particularly where the Account

impose specific obligations with potential contract remedies , the absence of any specific duty

imposed on Cargill

act(ing) as a broker

is dispositive.

See Professional Staff
458 ,

Congress- CUNY v. New York State Public Employment Relations Bd. 7 N. Y.3d
E.2d 11 08 ,

469 , 857

1113 (2006) (holding that contractual provision remained in effect where parties

inclusion of sunset clauses prior

provisions when they wanted to do so).
The court' s decision in
Supp. 480 (S.
Collins Aikman Floor Coverings Corp. v.

Forehlich 736 F.

Y. 1990), thus remains instructive. Although , as Stilton notes (Opp. at 20 n. 9),

the court ultimately denied vacatur , it did so only because it identified a separate theory of relief
under New York law that could support the award.

Collins 736 F. Supp. at 485- 87.

In that case

the arbitrator awarded a fired salesman
rather than limiting the award to sales pending at the time of termination.

arbitrator had exceeded her authority to the extent that she based the award on a provision that
she had inserted into the agreement. Id.

at 484. Similarly, the

the Panel' s insertion into the

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customer funds on demand , no matter the

, of course

contains no such language , and the Panel therefore exceeded its authority by basing its A
a non-existent contractual provision. See also Brentwood Med. Assocs. v.

United Mine Workers

of Am. 396 F. 3d 237 241- 42 (3d Cir. 2005) (explaining that vacation is appropriate where award

is based solely on purported text found nowhere in the parties ' contract).

Notably, Stilton cannot
contractual obligation to return all funds in Stilton s account

s purported

, and not on any

breach. The Award

s total damages at $54 million , citing its accepted proof of
And according

claim in the Refco bankruptcy. (Award at 2 , 3. )

s proof of claim , $54

million represents the cash balance on liquidation of Stilton s open foreign exchange positions
with Refco. (Paulson Aff. ,

Ex. 20. )

So although the Panel

s failure to execute trades

as of October 13 ,

2005 , as a breach of the Agreement , it did not base the

Stilton on that alleged breach.
While the Panel had the right to interpret

the Account Agreement , it also had the duty not
6 million

to

interpolate

new language into it. But that is what the Panel did when it

in contract damages based on a duty that cannot be found in the four
agreement. Because the Panel' s
conduct in exceeding

written opinion , the Award should be vacated under the FAA.

3 Stilton tries to

Brentwood

by noting that there "the arbitrator did not

interpret the agreement , but actually interpolated nonexistent (citing Brentwood 396 F. 3d at 243). Specifically, the arbitrator cited text that nowhere in the CBA in upholding the employer s right to employer s right to " bump " the least , the Panel based its award of senior employee. Brentwood 396 F. 3d at 240. contract damages on language that appears nowhere in the Account Agreement - the nonexistent
contractual obligation to return

, regardless of the

conditions.

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II.

The Award Is Not Final And Definite And

If Not

Vacated, Must Be Modified.

Cargill presented two principal arguments in support of its alternative motion to modify

the Award in its Memorandum. First , the Award should be modified because it is not final and

definite on its face. Second , the Award should be modified because it provides Stilton with the
opportunity to manipulate the bankruptcy process and the resolution of its preference claim in
ways that could result in an impermissible double recovery for Stilton.

The thrust of Stilton
of the

s response is that the Award

does

set forth the obligations and rights

But
, Stilton

interpretation of the Award , rather than the
arguments demonstrate that the

, at a minimum ,

impermissibly vague , such that

additional litigation will be required to

' rights and obligations.
, at a minimum

exactly what the FAA seeks to avoid , and it is exactly why
modify or clarify the Award.

The Award is vague, the amount of the award is shifting, and it does not set
the rights and obligations of the parties.

Stilton argues that the Award is final and definite , setting forth its interpretation of the
language of the A ward:

Further , the Final Award ' finalize(d) the obligations of the parties

: it

Stilton $30. 6 million immediately, and imposed on Stilton a future pay Cargill for amounts it receives in respect of its $54 million proof of claim in the Refco bankruptcy in excess of$23. 6 million.

(Opp. at 25. )

But the

Respondents shall pay to Claimant

, SIX

HUNDRED THOUSAND DOLLARS and NO 600 000. 00), plus interest at the legal rate from the date of this A ward until said sum is paid in full; provided , however , that Respondents shall be given credit for any monies paid to

Claimant on account of its $54 million
$23.4 million.

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(Award at 4. ) The Award

does not say

that "

Stilton is awarded $30. 6

million immediately.

" 4

The Panel could have used those words , or the equivalent , but did not. The

the timing of payment by Cargill.
payment to Stilton. Instead , the A ward affixes the obligation upon Cargill

on the un-received portion of the Award until Stilton receives the full amount. So , on its face
the Award gives Cargill the option not to pay immediately,

and in such case the Award makes
whole

Cargill liable for interest on the un-recovered portion of the Award until Stilton is " made

by some combination of distributions in the Refco bankruptcy and payments from Cargill.

Stilton goes on to claim that the Award " imposed on Stilton a future obligation to pay
Cargill for

bankruptcy in excess of $23. 6

million.

(Opp. at 25. )
credit

Here again ,

the Award says no such

thing. It

Respondents shall be given

for any monies paid to Claimant on

account of its $54 million claim in
(emphasis added). ) The Award
Stilton
s interpretation of " credit."

" (Award at 4
credit" , nor does it
In a footnote , Stilton explains the theory

interpretation of credit: " Under

the terms of the Final Award , Stilton is obligated to credit - pay
in excess of $23.4 million. "
(Opp. at 12 ,

to - Cargill amounts it

receives

n.12. )

Stilton

s theory

that

credit

equals

pay to however , is at odds with the plain meaning of the Award' s language.
credit

In the commercial and financial arenas

is commonly defined in two ways:

1. A contractual agreement in which a borrower receives something of value now and agrees to repay the lender at some date in the future , generally with interest. The term also refers to the borrowing capacity of an individual or company.

4 AAA rules do not require payment in a certain period of time.
Association , Commercial Arbitration Rules , R- 42; R- 43.

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2. An accounting

equity on the company s balance
The Award is not a

s income statement ,
, and Cargill is not a

a

debit will reduce net income , while a credit will increase net income.

second definition above comports with the context of the Award , and is the logical interpretation

of the language of the A ward.

credit" is an accounting exercise , under

which the amount Cargill owes will be reduced by Stilton s recovery in bankruptcy.

The language of the Award
interpretation. Instead ,

s self serving and rigid

the Award fixes a total amount that Stilton is entitled to receive , $30.
, and if necessary,

million , from
Cargill , plus interest until it is put in that

$30. 6 million to take place immediately. Cargill has the option to defer payment in
of additional distributions

, and presumably the resolution of Stilton s preference claim , so that
, Cargill

the distributions to which it is currently entitled may be paid to Stilton.

is liable for interest on the un-received portion of Stilton s $30. 6 million bankruptcy claim.
Stilton s reading of the Award , while flawed and incorrect , supports Cargill' s argument

that the Award is ambiguous on its face and requires modification , clarification , or remand to the

American Arbitration Association in order for it to comply with the FAA.

, and

5 http://www. investopedia. com/terms/ c/ credit. asp

6 The absurdity

s reading of the Award is further demonstrated by assuming the Refco
pay to Stilton $30. 6

trustee
including Stilton , in the amount of 100% of claims. Under Stilton s interpretation of the A ward
Cargill must still

million plus interest , even though Stilton would

already been made whole. Then ,

Stilton

definition of " credit" ) $30. 6 million to Cargill , but not return the interest.

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should , modify the Award to clarify it in the matter suggested by Cargill in its Initial Memo , or

as set forth below , and the Court need not touch the merits of the Award in order to do so.

The Award improperly credit.
As Cargill has explained , the Award wrongly ties the

s right to

s credit to

any monies paid to Claimant on account of its $54 million claim in bankruptcy court in excess
of $23.4 million.
(See

Br. at 14.

Stilton can improperly reduce the credit owed to Cargill by

resolving the preference claim in

without any incentive to mitigate its purported contract damages.

Stilton does not deny that it withdrew $20 million from its Refco account or that these
funds are the
distribution of 44.

Because Stilton is
57% of its claim , it is theoretically entitled to avoid paying 55.43% of the $20

million subject to the preference action to the Refco trustee. Under this scenario , Stilton would
owe $11

086 000 (54.43% of$20 million) to the Refco bankruptcy estate.

Stilton could attempt to resolve the preference action by offering to reduce the amount of
Stilton s bankruptcy claim by $11.086 million , in exchange for being allowed to keep the entire

$20 million subject to the preference action already in Stilton s possession. If the Refco trustee
agreed , Stilton would slash by almost half the amount to which it is entitled as a result of the
bankruptcy claim , from $24 067 800 to $12 981 800. In turn , this would

liability by $11.086 million because it would decrease by $11.086 million the amount " paid to

Claimant on account of its $54 million claim in bankruptcy court in excess of $23.4 million.
And because the amount paid to Stilton on account of its claim could never exceed
, this

would be true even if the Refco trustee eventually distributed 100% of claims to Stilton. This is

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clearly contrary to both the letter and the spirit of the Award , flawed as it is , and requires the

Award to be modified , clarified , vacated , or remanded to the AAA.
Indeed , Stilton does not deny it can , or will , take such action to resolve the
action. Instead ,

Stilton argues that Cargill' s position should be rejected as speculative:

That Cargill claims a purely hypothetical possibility that Stilton might make use of

its proof of claim in
Award non- final or non- definite. In any event , Stilton does not contend that such

use would be anything other than " receipt" of payment for its claim under the Final A ward , to the extent of such use. And to the extent that Stilton has a duty
mitigate - a proposition for which Cargill

incorporates that responsibility by requiring Stilton to repay
receIves.

(Opp. at 26 ,

n.

13. ). Here ,

Stilton admits it may do exactly what Cargill alleges is unfair and

contrary to the letter and spirit of the A ward

amount it receives " on account of its $54 million claim in bankruptcy court in excess of $23.4
million " thus intentionally increasing its contract damages to satisfy its obligations to the estate.

If the Court does not vacate the Award , and it does not modify the Award as originally
suggested by Cargill , the Court should modify the Award by ordering that

Stilton may not take

any action in resolving the preference claim or otherwise that could or does reduce the value
of its $54

million bankruptcy claim.

Such a modification would

undercutting Cargill' s right to credit under the Award , and would preserve Stilton s clear and
undeniable obligation to mitigate damages.

Cary Oil Co. ,

Inc.

v.

MG Refining

Marketing,

Inc. 257 F. Supp. 2d 751 , 763 (S.

Y. 2003) (New York courts have traditionally adhered to

the principle that a harmed plaintiff in a breach of contract action must mitigate damages).

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The Award
recovery and the fact that legal happens does not fix the Award.
Cargill argues that under the A

distressed debt market , even to another entity controlled by Mr. McPike. The sale
claim would freeze Cargill' s right to more credit , even if the bankruptcy process later results in

an ultimate distribution of 80% , 90% , or even 100% , because the Award ties Cargill' s

credit to

the amount Stilton " receives

on account of' its bankruptcy claim

, not the
(See

ultimately entitled to receive. This would allow Stilton a double recovery.

Br. at 14.

Stilton does not deny this is true. Instead , Stilton responds that Cargill can use the legal
system to bring a claim against Stilton , suggesting that such activity would give rise to a claim

for fraudulent transfer. Stilton misses the point. Under the FAA , an arbitration award must be
clear and definite , and it must fix the rights and
additional litigation. Dighel!o v.

without the need for

Busconi

673 F. Supp. 85

90 (D. Conn. 1987),

aff' d, 849 F.2d.

1467 (2d Cir.

That Cargill

Bahamas , or elsewhere , is irrelevant. This Award , on its face , requires additional litigation to
determine the rights and obligations of the

, any claim of

fraudulent transfer would ultimately entail a fact specific determination , likely requiring a jury
trial.

See Cambridge Capital

, LLC

v.

Rossi 331 B. R.

47 ,

58- 65 (Bkrtcy. E.

Y. 2005)

(denying motion for summary judgment on fraudulent conveyance claim).
litigation that makes the Award improper under the FAA and subject to modification here.

CONCLUSION
The Court can , and should , vacate this A ward.
that the entire basis for the award is a contract provision that does not exist.

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But if the Court denies Cargill' s motion to vacate , then the Court can , and should , clarify

the Award to prevent the need for further litigation over the meaning of the Award , as set forth
in Cargill'

s initial Memorandum ,

or by clarifying and

ordering that Cargill is not required to pay $30. 6 million immediately; b) ordering that Cargill'
credit may be applied in the form of a repayment from Stilton to Cargill for amounts received in

excess of $23.4 million if

Cargill must pay to Stilton taking into
approved by the Refco bankruptcy trustee; c) ordering that the final determination of the amount

of credit attributable to Cargill be determined based on the final distributions payable to Stilton
at the conclusion of the Refco bankruptcy case; d) ordering that Stilton may not take any action

in resolving the preference claim or
Stilton s $54 million bankruptcy claim; and e)

, or in fact does ,

reduce value of

Stilton must transfer its bankruptcy claim to Cargill.
LANDIS RA TH & COBB LLP
Dated: August 29

2008.

OF COUNSEL: Michael B. Fisco, Esquire Will Stute , Esquire Michael M. Krauss , Esquire AEGRE & BENSON LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis , MN 55402- 3901 Telephone: (612) 766- 7000 Facsimile: (612) 766- 1600

Daniel B. Rath , Esquire (#3022) Rebecca L. Butcher , Esquire (#3816) 919 Market Street , Suite 600 Wilmington , DE Telephone: (302) 467- 4400 Facsimile: (302) 467- 4450 E-mail: rath(fYlrclaw. com butcher(fYlrclaw. com
Attorneys for Respondents CIS

l~

Services, Inc. and Cargill, Incorporated