Peabody Holding Company v. United Mine Workers of America
Filing
PUBLISHED AUTHORED OPINION filed. Originating case number: 1:09-cv-01043-LMB-IDD Paper copies to all parties and the district court/agency. [998763261]. [10-2134]
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PUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
PEABODY HOLDING COMPANY, LLC;
BLACK BEAUTY COAL COMPANY,
LLC,
Plaintiffs-Appellants,
v.
UNITED MINE WORKERS OF
AMERICA, INTERNATIONAL UNION,
Defendant-Appellee.
No. 10-2134
Appeal from the United States District Court
for the Eastern District of Virginia, at Alexandria.
Leonie M. Brinkema, District Judge.
(1:09-cv-01043-LMB-IDD)
Argued: October 27, 2011
Decided: January 11, 2012
Before NIEMEYER, WYNN, and DIAZ, Circuit Judges.
Affirmed by published opinion. Judge Diaz wrote the opinion,
in which Judge Niemeyer and Judge Wynn joined.
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COUNSEL
ARGUED: John R. Woodrum, OGLETREE, DEAKINS,
NASH, SMOAK & STEWART, P.C., Washington, D.C., for
Appellants. Deborah Stern, UNITED MINE WORKERS OF
AMERICA, Triangle, Virginia, for Appellee. ON BRIEF:
John R. Mooney, MOONEY, GREEN, SAINDON, MURPHY & WELCH, P.C., Washington, D.C., for Appellee.
OPINION
DIAZ, Circuit Judge:
Appellee United Mine Workers of America, International
Union ("Union") entered into a limited job-preference agreement with Peabody Coal Company ("Peabody Coal"). The
agreement, which included an arbitration clause, also bound
Peabody Coal’s parent company and the parent company’s
subsidiaries. Positing that the parent company—Peabody
Holding Company, LLC ("Peabody Holding")—and a subsidiary—Black Beauty Coal Company ("Black Beauty")—had
shirked their obligations under the agreement, the Union submitted a grievance to the arbitrator. The arbitrator found that
the matter was arbitrable but deferred a ruling on the merits.
Peabody Holding and Black Beauty ("Appellants")
responded to the arbitrator’s ruling by seeking a declaratory
judgment in federal court that the dispute is not arbitrable.
The Union filed a counterclaim, requesting a declaratory
judgment that Appellants must proceed before the arbitrator.
The district court entered judgment in favor of the Union. It
first ruled that the arbitrator properly determined the arbitrability of the dispute. In the alternative, the court concluded
that the dispute was arbitrable, even if the arbitrator lacked
authority to decide the arbitrability question. Appellants
timely noted an appeal.
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We affirm the judgment of the district court. As an initial
matter, we find that the court, not the arbitrator, must decide
whether the dispute is arbitrable. The parties’ agreement lacks
the requisite "clear and unmistakable" language evincing an
intent to arbitrate arbitrability. Exercising our independent
judgment on the arbitrability question, we conclude that
Appellants have not rebutted the ordinary presumption in
favor of arbitrability. Accordingly, the parties must proceed to
arbitration.
I.
A.
From time to time, the Union negotiates a labor agreement
with the Bituminous Coal Operators’ Association, Inc.
("BCOA"). The BCOA is a bargaining group comprising a
number of employers, each of whom is bound by the resulting
agreements. Employers subject to these agreements are
known as "signatory" companies.
In 1993, the Union sought to extend certain obligations to
nonsignatory companies that were either parent companies of
a signatory company or subsidiaries of such a parent company. Acceding to at least some of the Union’s demands, signatory companies agreed to bind their nonsignatory parent
companies and nonsignatory subsidiaries of those parent companies to a set of job-preference terms.
Peabody Coal, as a signatory company, executed a contract
with the Union in 1993 that memorialized the job-preference
agreement. The agreement was renewed in 1998, 2002, and
2007. The 2007 Memorandum of Understanding Regarding
Job Opportunities ("Jobs Agreement") forms the basis of this
action. The Jobs Agreement bound, among others, Peabody
Coal; Peabody Holding, the parent company of Peabody Coal;
and Black Beauty, a subsidiary of Peabody Holding.
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The Jobs Agreement aims to "provide job opportunities for
work of a classified nature to certain laid-off and active miners." J.A. 76. Specifically, it mandates that the nonsignatory
companies offer a fixed percentage of jobs to miners who are
either currently working for Peabody Coal or were laid off by
Peabody Coal. The Jobs Agreement applies only to "existing,
new, or newly acquired nonsignatory bituminous coal mining
operations of the nonsignatory Companies," and it "does not
constitute a covenant running with the land and does not
apply to the sale of nonsignatory coal lands, coal reserves or
coal operations (either asset sales or stock sales) of the nonsignatory Companies." Id. 78. Moreover, nothing in the Jobs
Agreement "encumber[s] or limit[s] in any way the rights of
the nonsignatory Companies to sell, exchange, release, or otherwise similarly convey . . . any of their nonsignatory coal
lands, coal reserves or coal operations to third parties." Id.
The contract lists 11:59 p.m. on December 31, 2011 as the
agreement’s time of termination.
The Jobs Agreement contains an arbitration clause, which
extends dispute-resolution authority to a Jobs Monitor:
In order to effectuate the implementation of these job
opportunity provisions, the [Union] and the nonsignatory Companies subject to this [Jobs Agreement] agree that the impartial Jobs Monitor . . . shall
serve as the monitor under this [Jobs Agreement].
The monitor shall review the job selections pursuant
to these provisions and investigate any alleged violations herein. The monitor shall have the authority to
request such information which may be reasonably
necessary in order to secure compliance with the job
selection provisions. The parties have the obligation
to comply with such requests.
Id. 79.
"Any dispute alleging a breach of this [Jobs Agreement],"
if not resolved by the parties, may be submitted to the Jobs
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Monitor for resolution. Id. The Jobs Monitor’s resulting decisions are "final and binding on all parties." Id. But the Jobs
Agreement forbids the Jobs Monitor to "alter, amend, modify,
add to or subtract from, or change in any way the provisions"
of the contract. Id. The Jobs Agreement further prohibits nonsignatory companies, the Union, and miners from using "any
existing or future contractual grievance procedure . . . to
resolve any dispute that may arise concerning the interpretation or application" of the contract. Id.
B.
In a November 20, 2008 letter to Peabody Holding, the
Union stated its expectation that Peabody Holding and its
nonsignatory subsidiaries would continue to comply with the
Jobs Agreement. The Union highlighted its concern with
Black Beauty’s mining operations in Lynnville, Indiana and
the company’s apparent unwillingness to extend job preferences in accordance with the Jobs Agreement.
Peabody Holding responded in a December 8 letter. It
stated its belief that neither it nor any of its subsidiaries was
bound by the Jobs Agreement any longer. Previously, on
October 31, 2007, Peabody Energy Corporation ("Peabody
Energy"), the owner of Peabody Holding and Black Beauty,
divested itself of Peabody Coal, transferring the company to
Patriot Coal Corporation ("Patriot"). Because Peabody
Coal—the only signatory company once having a corporate
relationship with Peabody Holding and Black Beauty—no
longer shared any ties with Appellants, Peabody Holding contended that its obligations under the Jobs Agreement had been
terminated. "An obligation to secure job opportunities for
[Union] members under the [Jobs Agreement]," wrote Peabody Holding, "does not survive conveyance of the [Union]represented subsidiary to a third party such as [Patriot]." J.A.
97. According to Peabody Holding, then, its responsibilities
under the Jobs Agreement had extinguished on October 31,
2007, well before the Union had raised its current complaint.
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Disputing Peabody Holding’s assertions that it was no longer bound by the Jobs Agreement, the Union submitted its
grievance to the Jobs Monitor. Both the Union and Peabody
Holding provided the Jobs Monitor with materials supporting
their respective arguments, though Peabody Holding maintained that it did not "accept or acquiesce to consideration by
the Job [sic] Monitor of claims asserted under the [Jobs
Agreement], as that instrument no longer applies" to the company, id. 121.
The Jobs Monitor concluded that he, as the arbitrator, must
decide the arbitrability of the dispute under the Jobs Agreement. He ultimately decided that the dispute was arbitrable
but deferred a final resolution on the merits until further argument could take place.
Appellants responded to the Jobs Monitor’s decision by filing a declaratory action in the district court. They sought an
order vacating the Jobs Monitor’s decision, declaring that the
Union’s claim is not arbitrable, and declaring that they have
no obligation to provide hiring preferences. The thrust of
Appellants’ argument was that the divestiture of Peabody
Coal left them without a corporate relationship with any signatory company, thereby extinguishing their obligations under
the Jobs Agreement. The Union, for its part, filed a counterclaim. It sought an order declaring that the Jobs Monitor’s
decision is enforceable and directing Appellants to comply
with the decision and proceed to a hearing on the merits
before the Jobs Monitor.
After the parties filed competing motions for summary
judgment, the district court entered judgment in favor of the
Union. It first concluded that the Jobs Monitor, not the court,
must decide whether this dispute is arbitrable. Construing the
Supreme Court’s recent decision in Rent-A-Center, West, Inc.
v. Jackson, 130 S. Ct. 2772 (2010), the court held that the
arbitrator decides arbitrability where, as here, the defendant
challenges the enforceability of the agreement as a whole.
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In the alternative, the court held that the dispute was arbitrable. Even if the court, not the arbitrator, must resolve the
arbitrability question, the district court still found that the
Union prevailed. The court emphasized the purportedly broad
language of the arbitration clause and noted that Appellants’
arguments impermissibly implicated the merits question at the
arbitrability stage.
This appeal followed.
II.
Arbitrability disputes often necessitate a two-step inquiry.
E.g., First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938,
944–45 (1995). First, we determine who decides whether a
particular dispute is arbitrable: the arbitrator or the court. Second, if we conclude that the court is the proper forum in
which to adjudicate arbitrability, we then decide whether the
dispute is, in fact, arbitrable. We review de novo the district
court’s ruling as to both prongs. Va. Carolina Tools, Inc. v.
Int’l Tool Supply, Inc., 984 F.2d 113, 117 (4th Cir. 1993).
For the following reasons, we hold that the court must
determine the arbitrability of this dispute and that this dispute
is arbitrable.
III.
We first determine who decides the arbitrability issue.
Appellants contend that nothing in the Jobs Agreement rebuts
the heavy presumption that contracting parties intend that the
court evaluate arbitrability. The Union counters that the arbitration clause in the Jobs Agreement is sufficiently broad to
demonstrate that the parties intended for the Jobs Monitor to
decide arbitrability. We agree with Appellants. The Jobs
Agreement wholly lacks language "clearly and unmistakably"
providing that the Jobs Monitor must decide the arbitrability
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question. The Union is thus unable to demonstrate that the
parties agreed to arbitrate arbitrability.
As in any garden-variety contractual claim, the intent of the
contracting parties guides our analysis. Carson v. Food Giant,
Inc., 175 F.3d 325, 328–29 (4th Cir. 1999). Although we have
adopted a " ‘general policy-based, federal presumption in
favor of arbitration,’ " that presumption is not applied " ‘to
resolve questions of the arbitrability of arbitrability issues
themselves.’ " Id. at 329 (quoting Va. Carolina Tools, 984
F.2d at 117). Indeed, "the question of arbitrability . . . is undeniably an issue for judicial determination." AT&T Techs., Inc.
v. Commc’ns Workers of Am., 475 U.S. 643, 649 (1986). Parties, to be sure, can agree to arbitrate arbitrability, but such
agreement "must . . . ‘clearly and unmistakably’ provide that
the arbitrator shall determine what disputes the parties agreed
to arbitrate." Carson, 175 F.3d at 329 (quoting AT&T, 475
U.S. at 649).1
The "clear and unmistakable" standard is exacting, and the
presence of an expansive arbitration clause, without more,
will not suffice. See id. ("The ‘clear and unmistakable’ test set
forth by the Supreme Court requires more than simply saying
that the arbitrator determines the meaning of any disputed
contractual terms."). We have therefore found that an arbitration clause "committ[ing] all interpretive disputes ‘relating to’
or ‘arising out of’ the agreement" does not satisfy the "clear
and unmistakable" test. Id. at 330; see also E.I. DuPont de
1
The Union contends that we should not rely on Carson here, because
Carson is a narrow decision "provid[ing] the analytical construct for disputes over the intersection of a collective bargaining agreement’s arbitration provision and an employee’s right to independently litigate statutory
employment-related claims." Appellee’s Br. 24. The Union points to nothing in our precedent or Supreme Court case law that cabins Carson’s analysis on those grounds. Nor could it. See, e.g., Granite Rock Co. v. Int’l
Bhd. of Teamsters, 130 S. Ct. 2847, 2857 n.5 (2010) (confirming propriety
of applying "clear and unmistakable" requirement to dispute not involving
employee’s statutory employment claim).
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Nemours & Co. v. Martinsville Nylon Emps. Council Corp.,
78 F.3d 578 (4th Cir. 1996) (unpublished) (holding "clear and
unmistakable" test not met where contract provided for arbitration of "[a]ny question as to the interpretation of this
Agreement or as to any alleged violation of any provision of
this Agreement"). "Those who wish to let an arbitrator decide
which issues are arbitrable need only state that ‘all disputes
concerning the arbitrability of particular disputes under this
contract are hereby committed to arbitration,’ or words to that
clear effect." Carson, 175 F.3d at 330–31.
Contrary to the assertions of the Union and reasoning of the
district court, the Supreme Court’s decision in Rent-A-Center
did not signal retrenchment from the "clear and unmistakable"
doctrine. Quite the opposite, the Court reaffirmed the continuing vitality of the demanding test. See 130 S. Ct. at 2778 n.1.
The Court acknowledged matter-of-factly that, to submit the
arbitrability determination to an arbitrator, a court must find
clear and unmistakable evidence that the parties agreed to
arbitrate arbitrability. Id. It further clarified that the "clear and
unmistakable" test applies only "to the parties’ manifestation
of intent, not the agreement’s validity." Id. Thus the Court
rejected the plaintiff’s argument that, to submit the merits
question to the arbitrator, a court need find a "clear and
unmistakable" absence of unconscionability. Id.
Applying these principles to the Jobs Agreement, we find
that the terms of the contract fail to satisfy the "clear and
unmistakable" test. Therefore, the court, not the Jobs Monitor,
must determine the arbitrability of the parties’ dispute. The
Jobs Agreement provides for arbitration of "[a]ny dispute
alleging a breach of this [Jobs Agreement]." J.A. 79. The parties’ arbitration clause is thus more narrow than those found
insufficient to commit the arbitrability question to the arbitrator in Carson, 175 F.3d at 328 ("[A]ny grievance or dispute
. . . regarding the terms of this Agreement"), and DuPont, 78
F.3d at 578 ("Any question as to the interpretation of this
Agreement or as to any alleged violation of any provision of
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this Agreement"). In short, nothing in the Jobs Agreement
even approaches the model language that we suggested parties
use to evince a clear intent to arbitrate arbitrability, see Carson, 175 F.3d at 330–31. Given the exacting test that parties
must meet to overcome the presumption that they intended
that a court decide arbitrability, AT&T, 475 U.S. at 649, we
readily conclude that the Jobs Agreement fails to satisfy this
standard. Accordingly, we must proceed to decide whether
this dispute is arbitrable.2
IV.
Finding that the parties have committed to the court the
authority to determine whether this dispute is arbitrable, we
turn to that inquiry. Appellants contend that a court must
resolve the threshold inquiry of whether the severance of their
relationship with Peabody Coal, the lone signatory company
once in their corporate structure, extinguishes their obligations under the Jobs Agreement. According to Appellants,
they cannot be forced to arbitrate a dispute that calls into
question the enduring validity of the very contract that the
Union points to as the font of Appellants’ duty to arbitrate.
We disagree. Federal courts have developed a robust presumption in favor of arbitrability, one that Appellants are
unable to rebut. We have further cautioned that we must not
2
In an effort to resist this conclusion, the Union cites Bhd. of Teamsters
Local #70 v. Interstate Distrib. Co., 832 F.2d 507 (9th Cir. 1987). Reliance on this case is misplaced, for at least two reasons. First, we have
never endorsed the holding in Interstate, which is an outlier decision,
instead remaining steadfast in our adherence to a strict interpretation of the
Supreme Court’s "clear and unmistakable" test. Second, unlike the Jobs
Agreement, the arbitration clause in Interstate was "even broader than the
ordinary ‘broad arbitration clause,’ " id. at 510 n.2. The Ninth Circuit later
relied on the uniqueness of the arbitration clause to cabin Interstate as
controlling only cases with similarly broad arbitration clauses. LAWI/CSA
Consolidators, Inc. v. Wholesale & Retail Food Distrib., Teamsters Local
63, 849 F.2d 1236, 1239 (9th Cir. 1998).
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delve into the merits while conducting the arbitrability analysis, and a party may not cloak substantive contentions in jurisdictional garb to evade its obligations under an arbitration
clause. Accordingly, we hold that the Union and Appellants
must proceed to arbitration to resolve this dispute.
A.
The twin pillars of consent and intent are the touchstones
of arbitrability analysis. " ‘Arbitration is a matter of contract
and a party cannot be required to submit to arbitration any
dispute which he has not agreed so to submit.’ . . . [T]he
determination of what disputes are arbitrable is focused on the
intent of the parties." Carson, 175 F.3d at 328–29 (quoting
United Steelworkers of Am. v. Warrior & Gulf Navigation
Co., 363 U.S. 574, 578 (1960)). We have insisted that, in general, "the parties—not the courts—control which disputes will
be arbitrated." Id. at 329.
Our analysis in this context follows a markedly different
course from determining who decides arbitrability. Federal
law reverses the presumption when deciding whether a dispute is arbitrable, adjudging a dispute arbitrable unless the
parties have clearly indicated otherwise. First Options, 514
U.S. at 944–45. When interpreting a contract containing an
arbitration clause, "there is a presumption of arbitrability in
the sense that ‘an order to arbitrate the particular grievance
should not be denied unless it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute.’ " AT&T, 475 U.S.
at 650 (quoting Warrior & Gulf, 363 U.S. at 582–83).
" ‘Doubts should be resolved in favor of coverage.’ " Id.
(quoting Warrior & Gulf, 363 U.S. at 583).
Sound analytical and policy reasons justify this judicial
embrace of arbitration. A presumption in favor of arbitrability
generally vindicates the intent of the contracting parties. The
question of whether a particular dispute is arbitrable "arises
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when the parties have a contract that provides for arbitration
of some issues. In such circumstances, the parties likely gave
at least some thought to the scope of arbitration." First
Options, 514 U.S. at 945. Because the parties negotiate with
a backdrop of "the law’s permissive policies in respect to
arbitration, one can understand why the law would insist upon
clarity before concluding that the parties did not want to arbitrate a related matter." Id. (citation omitted). Presuming that
parties intended to arbitrate a given dispute similarly comports with the judiciary’s policy favoring enforcement of arbitration agreements to promote "efficient and speedy dispute
resolution," Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213,
221 (1985).
When evaluating arbitrability, we must not accept a party’s
invitations to critically appraise the merits of the underlying
dispute. Nor may we sanction obfuscation designed to shepherd an otherwise-arbitrable grievance into court. As the
Supreme Court has declared, courts at the arbitrability stage
" ‘have no business weighing the merits of the grievance, considering whether there is equity in a particular claim, or determining whether there is particular language in the written
instrument which will support the claim.’ " AT&T, 475 U.S.
at 650 (quoting Steelworkers v. American Mfg. Co., 363 U.S.
564, 568 (1960)); see also United Steel Workers Int’l Union
v. Continental Tire N.A., Inc., 568 F.3d 158, 165 (4th Cir.
2009) (refusing to consider party’s argument because it would
"draw[ ] [the court] too far into the arbitrator’s role of deciding the merits of the claim"). Cognizant that parties are able
to craft cleverly phrased arguments in an attempt to secure a
judicial forum to hear an underlying claim, "we are . . .
obliged not to permit a party to wiggle out of an obligation to
which it has agreed." United Steel, 568 F.3d at 166; see also
Unite Here Local 217 v. Sage Hospitality Res., 642 F.3d 255,
260–62 (1st Cir. 2011) (rejecting party’s argument that a court
must resolve all questions of contract duration before submitting a dispute to arbitration).
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To be sure, courts will not blindly apply the presumption
in favor of arbitrability, overlooking crucial nuances of the
dispute before them. We must carefully consider any claims
that the agreement—including its arbitration clause—was not
executed properly. Granite Rock, 130 S. Ct. at 2855–59.
Indeed, "where the dispute at issue concerns contract formation, the dispute is generally for courts to decide." Id. at
2855–56. Thus where a contract commits to arbitration those
matters "arising under" the agreement, we may not submit
questions of contract formation to the arbitrator, as those
questions cannot "arise under" an agreement that was never
validly formed. Id. at 2860–61. The Court in Granite Rock
focused its discussion on rejecting a party’s argument that
precedent "require[s] arbitration of certain disputes . . . based
on policy grounds even where evidence of the parties’ agreement to arbitrate the dispute in question is lacking." Id. at
2858; see also Cent. W. Va. Energy, Inc. v. Bayer Cropscience LP, 645 F.3d 267, 277 n.11 (4th Cir. 2011) (limiting
import of Granite Rock to disputes revolving around contract
formation).
We have similarly held that, in a narrow class of cases,
courts—not arbitrators—must decide questions of contract
duration. Va. Carolina Tools, 984 F.2d at 115–118. In Virginia Carolina Tools, we confronted a dispute involving an
option agreement containing an arbitration clause covering
"any dispute aris[ing] between the parties." Id. at 115. The
parties agreed that the option provision as written had expired
before the claim at issue arose, but they disagreed as to
whether subsequent oral discussions constituted a new option
agreement. Id. In that case, we thought "it proper to accord
[the presumption in favor of arbitrability] less force in respect
of contract duration issues than is appropriate in respect of
disputes arising under a contract whose own continuation is
unchallenged." Id. at 118. A critical element of the dispute
convinced us that the matter was not arbitrable. The contract
included an express termination-date provision, which the
parties agreed extinguished the obligations under the con-
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tract—at least as written. Id. As a result of the clear durational
limitation enshrined in the contract, we concluded that there
was "no incipient issue of contract duration in the parties’
memorialized agreement, hence no built-in likelihood of dispute over its duration." Id.
B.
With the foregoing principles in tow, we conclude that the
Jobs Agreement is, at the very least, ambiguous as to whether
this dispute is arbitrable. We accordingly apply the presumption in favor of arbitrability. Finding that Appellants have not
rebutted the presumption, we hold that the parties must proceed before the Jobs Monitor.
We begin by looking to the text of the Jobs Agreement. The
Jobs Agreement provides that the parties must submit to the
Jobs Monitor "[a]ny dispute alleging a breach of this [Jobs
Agreement]." J.A. 79. Appellants try to cast the arbitration
clause as constraining the Jobs Monitor to a bean-counting
function, authorized only to crunch numbers and adjudicate
highly technical grievances implicating the mechanics of the
job-preference provisions. Both the language of the Jobs
Agreement and common sense belie Appellants’ contention.
Authority to resolve disputes alleging a breach of the Jobs
Agreement necessarily confers on the Jobs Monitor power to
perform concomitant functions—for instance, the Jobs Monitor must be able to interpret the Jobs Agreement to determine
whether a breach has occurred, and he must be given latitude
to craft an appropriate remedy in the event of a breach.
Although the Jobs Agreement is certainly more narrow on its
face than a standard broad arbitration clause—one that commits to arbitration any dispute "arising under" an agreement—it does provide the Jobs Monitor with significant
authority to enforce and interpret the contract.
Recognizing that the Jobs Monitor’s powers under the Jobs
Agreement are not insubstantial, we find that Appellants’
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durational argument is encompassed within the arbitration
clause. We first note that we will apply in full the presumption in favor of arbitrability, as this case is distinguishable
from Virginia Carolina Tools. Our decision to "accord . . .
less force" to the presumption in Virginia Carolina Tools was
grounded in the agreement’s express termination-date provision, the presence of which foreclosed any "incipient issue of
contract duration in the parties’ memorialized agreement."
984 F.2d at 118. Here, in contrast, Appellants’ durational
argument does not focus on an express termination-date provision. Indeed, the Jobs Agreement’s only such provision
calls for the extinguishment of all obligations on December
31, 2011.
Appellants instead interpret other language in the Jobs
Agreement as compelling termination of the contract when
companies sever all ties with a signatory company, a position
strenuously objected to by the Union. Specifically, Appellants
focus their durational argument on Paragraph 9 of the contract, which provides that the Jobs Agreement "does not constitute a covenant running with the land and does not apply to
the sale of nonsignatory coal lands, coal reserves or coal operations (either asset sales or stock sales) of the nonsignatory
Companies." J.A. 78. Paragraph 9 is far from an express
termination-date provision, and it is not clear from the text
what role—if any—its terms play in this dispute. Whereas in
some instances we can neatly apply an express terminationdate provision and conclude that the parties did not foresee
arbitration of durational questions, resolution of the parties’
durational dispute in this case is more akin to an intricate
interpretational question presumed to have been committed to
the arbitrator. Thus we can confidently say that, when the parties included the language invoked by Appellants, they realized that it may implicate an "incipient issue of contract
duration," one that involves a "built-in likelihood of dispute
over [the Jobs Agreement’s] duration," Va. Carolina Tools,
984 F.2d at 118. This dispute therefore lacks the factors criti-
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cal to our decision not to squarely apply the presumption in
favor of arbitrability in Virginia Carolina Tools.
Because the parties agree that the Jobs Agreement was
valid when executed, this case is moreover not governed by
the limiting language found in Granite Rock. See 130 S. Ct.
at 2855–56; Cent. W. Va. Energy, 645 F.3d at 277 n.11. We
must thus find this dispute arbitrable " ‘unless it may be said
with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute,’ " AT&T, 475 U.S. at 650 (quoting Warrior & Gulf, 363
U.S. at 582–83).
As outlined above, the Jobs Agreement necessarily gives
the Jobs Monitor the authority to interpret contractual language and analyze defenses raised by a party charged with
breaching the agreement. And indeed, Appellants do not contest that the Jobs Monitor may permissibly interpret the contract when determining whether a party has breached the Jobs
Agreement. Instead, they posit that whenever the party
alleged to have breached the contract raises a durational argument, the Jobs Monitor’s authority ceases and the case must
be brought before a court.
We are not persuaded by Appellants’ rigid formulation. A
dispute over the meaning of durational language is "a classic
issue of contract construction." Unite Here, 642 F.3d at 262.
The Jobs Agreement gives the Jobs Monitor authority to construe the contract insofar as such interpretation is necessary to
determine whether a party has breached it. Here, the Union
charged that Appellants had violated the Jobs Agreement by
refusing to offer requisite job preferences at a particular mining site. Appellants responded by arguing that they had not
breached the Jobs Agreement, because they were no longer
bound by the contract. To determine whether Appellants have
breached the contract, then, the Jobs Monitor must decide the
threshold durational issue. The Union presents, at the very
least, a defensible argument that resolution of this issue is
Appeal: 10-2134
Document: 27
Date Filed: 01/11/2012
Page: 17 of 17
PEABODY HOLDING v. UNITED MINE WORKERS
17
subsumed under the Jobs Agreement’s delegation to the Jobs
Monitor of authority to resolve "[a]ny dispute alleging a
breach of this [Jobs Agreement]." J.A. 79. We therefore cannot say " ‘with positive assurance that the arbitration clause
is not susceptible of an interpretation that covers the asserted
dispute,’ " AT&T, 475 U.S. at 650 (quoting Warrior & Gulf,
363 U.S. at 582–83). This is all that precedent requires to
compel arbitration.
Our decision to apply the presumption in this case and find
the dispute arbitrable vindicates the policies underpinning the
judiciary’s endorsement of arbitration as an effective mechanism for resolving grievances. Indeed, accepting Appellants’
argument—that every durational dispute raised pursuant to an
arbitration clause that is not unusually broad must be adjudicated by a court—risks frustrating our goal of promoting "efficient and speedy dispute resolution," Dean Witter, 470 U.S.
at 221. We must eschew a regime in which a party "wiggle[s]
out of an obligation to which it has agreed," United Steel, 568
F.3d at 166, merely by raising a particular defense, no matter
how fanciful. In this case, as in many others, faithful application of the presumption in favor of arbitrability furthers
important policy interests and guards against potential abuses
of the duty to arbitrate.
V.
Finding that the court—not the Jobs Monitor—must decide
arbitrability, we conclude that Appellants have not rebutted
the ordinary presumption in favor of arbitrability. Accordingly, we affirm the judgment of the district court.
AFFIRMED
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