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Bel-Ray (P) made specialty lubricants. P made money by trade agreements for other companies to use its technology. One such agreement was made with Chemrite (D) in South Africa. In 1996, a newly formed firm called Lubritente (D1) acquired D's business including the rights under the P-D agreement. Four persons who were shareholders in D also took positions with D1. P sued D1 charging fraud and other torts and with violation of the agreements. P got an order for arbitration against D1 as was required under the P-D agreement. D1 appealed relying on the P-D agreement that required P's written consent to any assignment of D's interest under the agreements.

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