JESMAR ENERGY, INC. v. RANGE RESOURCES-APPALACHIA, LLC.
Filing
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MEMORANDUM OPINION denying Motion to Dismiss or Stay Pending Arbitration filed by Defendant Range Resources--Appalachia, LLC. [ECF No. 4.] An appropriate Order will follow. Signed by Magistrate Judge Lisa Pupo Lenihan on 3/26/2018. (vad)
IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
JESMAR ENERGY, INC.,
)
)
Plaintiff,
)
)
vs.
)
)
RANGE RESOURCES – APPALACHIA, )
LLC.,
)
)
Defendant.
)
Civil Action No. 17-928
Magistrate Judge Lisa Lenihan
ECF No. 4
OPINION
LENIHAN, Magistrate Judge
Pending before the Court is the Motion to Dismiss the Complaint or Stay Pending
Arbitration filed by Defendant Range Resources – Appalachia, LLC (“Range”). (ECF No. 4).
In the motion, Range seeks an order pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12
(b)(6) dismissing the Complaint filed against it by Plaintiff Jesmar Energy, Inc. (“Jesmar”), or,
alternatively, compelling Jesmar to file its claims in arbitration. For the reasons set forth below,
the Court will deny Range’s motion.
I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY
As previously summarized,1 this action concerns a dispute over royalty amounts Jesmar
contends Range owes Jesmar pursuant to an assignment of an oil and gas lease.
On April 11, 2007, Jesmar signed an oil and gas lease ("Lease") with James E. Main
1
See ECF No. 19, at 1-5.
1
("Mr. Main") wherein Mr. Main agreed to lease to Jesmar the right to drill for, produce,
and develop approximately 153 net mineral acres of oil and gas in Buffalo Township,
Washington County, Pennsylvania (the "Property''). (Compl., ¶ 3, ECF No. 1-2.) The term of
the Lease was for ten years beginning on April 11, 2007, and for as long thereafter that
date as gas may be produced from the Property. (ECF No. 1-2, ¶ 4.) The lease also
provided for the payment of a one-eighth (1/8) royalty realized by the lessee of the Lease from
the proceeds of the gas from the Property to be paid to Mr. Main. (ECF No. 1-2, ¶ 6.) The
Lease contained an arbitration provision stating:
ARBITRATION. In the event of a disagreement between Lessor and Lessee
concerning this lease, performance thereunder, or damage caused by Lessee’s
operations, settlement shall be determined by a panel of three disinterested
arbitrators. Lessor and Lessee shall appoint and pay the fee of one each, and the
two so appointed shall appoint the third, whose fee shall be borne equally by
Lessor and Lessee. The award shall be by unanimous decision of the arbitrators
and shall be final.
(ECF No. 1-2, Ex. A.)
Thereafter, on or about August 30, 2011, Rice Drilling B, LLC ("Rice Energy”)
and Jesmar entered into a letter of intent for Rice Energy to purchase the Lease from Jesmar,
with Jesmar reserving an overriding royalty interest ("ORRI") equal to the difference between
17.5% and the leasehold burden of record. (Id., ¶ 7.) On December 21, 2011, Jesmar and
Rice Energy executed an Assignment of Oil and Gas Lease (the "Assignment"). (Id., ¶ 8.) The
Assignment assigned all of Jesmar’s right, title, and interest under the Lease to Rice Energy
subject to Jesmar retaining an ORRI to the Lease:
OVERRIDE: [Jesmar] hereby reserves an overriding royalty interest in the
Subject Lease equal to the difference between the respective lease burdens
of record and 17.5% in and to all of the oil, gas and the respective
2
constituents thereof, produced, saved, and marketed from the lands described
therein, but in no event shall [Jesmar] deliver to [Rice Energy] less than an
82.5% net revenue interest in the [Lease]. In the event that the Subject Lease
covers less than a full interest in the oil and gas in the lands described therein or
[Jesmar] owns less than a full interest in the Subject Lease the overriding royalty
interest herein reserved shall be proportionally reduced.
(Id., ¶ 10.)
The lease burden of record (the Lease) referred to in the Assignment is a net lease
allowing the lessee under the Lease to take deductions from the lessor's 1/8th royalty interest
resulting in the royalty interest from the lease burden of record under the Lease being actually
less than the 1/8th royalty interest defined in the Lease. (Id. at ¶ 12.) The Assignment does
not provide for any post-production costs, deductions and/or adjustments (including but not
limited to deductions for the cost of producing, gathering separating, treating, dehydrating,
compression, transporting, and otherwise making the oil, gas and other products ready for
sale or use) to be deduced from the ORRI. (Id. at ¶ 13.)
The Assignment concludes with the following language:
TO HAVE AND TO HOLD the same unto the ASSIGNEE, its successors
and assigns, according to the terms, covenants, and conditions of the Subject Lease,
the ASSIGNEE to perform all such terms, covenants, and conditions thereof as to
the Subject Lands, as well as all of the terms, covenants, and conditions hereof.
The reservations, terms, conditions, and conditions hereof shall be binding
upon and shall inure to the benefit of ASSIGNORS and ASSIGNEE, their
respective successors and assigns, and shall attach to and run with the Subject Lease
and the Subject Lands and with each transfer or assignment thereof.
(ECF No. 1-2, Ex. B.)
At some point between August 31, 2011 and April 14, 2016, Rice Energy conveyed the
Assignment to Range. (Id. at ¶ 14.)
In 2016, Range began drilling for, producing, and
marketing natural gas from the Property, thereby requiring Range to pay Jesmar based upon
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the ORRI it retained in the Assignment. (Id. at ¶ 17.) To date, all of the ORRI payments
Range has made to Jesmar based upon the ORRI it retained in the Assignment, have been
reduced by deductions for various costs Range alleges it has incurred for, among other things,
transporting, gathering, purchasing fuel and processing natural gas from the Property. (Id. at
¶ 20.)
On June 12, 2017, Jesmar instituted this action in the Court of Common Pleas of Greene
County by way of a Complaint that alleges claims against Range for breach of contract, unjust
enrichment, and declaratory relief related to the Assignment.
(Id.)
Essentially, Jesmar
contends that Range has breached the Assignment and is being unjustly enriched by only paying
Jesmar for a portion of its ORRI from the natural gas produced from the Property, and
improperly deducting costs from these payments.
((Id. at ¶ 31.)
On July 13, 2017, Range removed this action to federal court, predicating removal
jurisdiction on diversity of citizenship. (Notice of Removal, ECF No. 1.) On July 18, 2017,
Range filed the instant Motion to Dismiss or Stay Pending Arbitration. (ECF No. 4.) In
response, Jesmar filed a Motion to Remand, which the Court denied on October 13, 2017. (ECF
No. 19). Jesmar filed a Response in Opposition to the Motion to Dismiss or Stay Pending
Arbitration on November 6, 2017 (ECF No. 22), and Range filed a Reply Brief on November
16, 2017. (ECF No. 24.) Thus, the motion is ripe for disposition.
II.
STANDARD AND APPLICABLE LAW FOR MOTION TO COMPEL
ARBITRATION
The Court of Appeals for the Third Circuit has explained that “‘when it is apparent, based
on the face of a complaint, and documents relied upon in the complaint, that certain of a party’s
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claims are subject to an enforceable arbitration clause, a motion to compel arbitration should be
considered under a Rule 12(b)(6) standard without discovery’s delay.’” Alder Run Land, LP v.
Northeast Natural Energy LLC, 622 F. App’x 164, 166 (3d Cir. 2015) (quoting Guidotti v. Legal
Helpers Debt Resolution, LLC, 716 F.3d 764, 772 (3d Cir. 2013)) (internal quotations and
citations omitted); see also DCK N. Am., LLC v. Burns & Roe Servs. Corp., 218 F. Supp. 3d 465,
469-71 (W.D. Pa. 2016). If, however, “the complaint and its supporting documents are unclear
regarding the agreement to arbitrate, or if the plaintiff has responded with additional facts
sufficient to place the agreement to arbitrate in issue,” then “the Rule 12(b)(6) standard is no
longer appropriate, and the issue should be judged under the Rule 56 standard,” after discovery
on the issue. Guidotti, 716 F.3d at 775-76; see also DCK N. Am., LLC, 218 F. Supp. 3d at 46970.
If, as Range contends, Rule 12(b)(6) applies, the complaint “must allege facts sufficient to
show that the plaintiff has a plausible claim for relief.” DCK N. Am., LLC, 218 F. Supp. 3d at
471. The Court must accept all “well-pleaded facts” as true and disregard all legal conclusions.
Id.2
The Federal Arbitration Act (“FAA”) “establishes a strong federal policy in favor of the
resolution of disputes through arbitration.” Alexander v. Anthony Int’l, L.P., 341 F.3d 256, 263
(3d Cir. 2003) (citation omitted). Under the FAA, a “party aggrieved by the alleged failure,
neglect, or refusal of another to arbitrate under a written agreement for arbitration may petition
In its Response in Opposition, Jesmar agrees that “Range accurately sets forth the legal standard governing Rule
12(b)(6) motions . . . as it relates to the requisite grounds for a motion to compel. (ECF No. 22, at 5.) Jesmar
contends, however, that “the standard and Range’s arguments in furtherance of that standard are inapplicable
because there is simply no obligation of the parties to arbitrate this dispute.” Id.
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any United States District Court . . . for an Order directing that such arbitration proceed in the
manner provided in the agreement.” Grimm v. First Nat’l Bank of Pa., 578 F. Supp. 2d 785, 791
(W.D. Pa. 2008) (citing 9 U.S.C. § 4). If the Court “is satisfied that the issue before it is referable
to arbitration, upon application of one of the parties,” the Court “shall stay its proceedings until
the arbitration has been had in accordance with the terms of the agreement.” Id. at 791-92 (citing
9 U.S.C. § 3). If all of the claims set forth in the Complaint are arbitrable, the Court may dismiss
the action instead of staying the case. Id. at 792.
Under the FAA, “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.” DCK N. Am., LLC, 218 F.
Supp. 3d at 471 (quoting Howsam v. Dean Witter Reynolds, Inc., 537 U.S. 79, 83 (2002)).
Thus,
before compelling arbitration under the FAA, courts must resolve two threshold issues: (1)
whether the parties entered into a valid agreement to arbitrate; and (2) whether the particular
dispute falls within the scope of that agreement. Kirleis v. Dickie, McCamey & Chilcote, P.C.,
560 F.3d 156, 160 (3d Cir. 2009).3
In determining whether the parties have agreed to arbitrate, courts apply “ordinary statelaw principles that govern the formation of contracts” generally. Century Indem. Co. v. Certain
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Jesmar contends that Pennsylvania law, and not the FAA, applies in this case because the dispute at issue is based
on the overriding royalty obligation under the Assignment, which does not involve interstate commerce. Jesmar Br.
Opp. (ECF No. 22) at 6, n.2; see also Trippe Mfg. Co. v. Niles Audio Corp., 401 F.3d 529, 532 (3d Cir. 2005)
(noting that the FAA governs transactions involving interstate commerce); 9 U.S.C. §§ 1, 2. Range believes the
FAA controls because both the Assignment and the Lease concern the production and marketing of oil, gas, and
coalbed methane for sale in interstate commerce. Range Br. Supp. (ECF No. 5) at 4 & nn. 2-3. The Court does not
need to resolve this issue, however, because both parties agree that the applicable analysis is the same under both the
FAA and Pennsylvania law. See id. at 4, n.3 (citing cases); Jesmar Br. Opp. (ECF No. 22) at 6, n.1; see also, e.g.,
Quiles v. Fin. Exch. Co., 879 A.2d 281, 283 n.3 (Pa. Super. Ct. 2005) (“In order to determine whether a claim is
subject to arbitration, judicial inquiry is limited to the questions of whether a valid agreement to arbitrate was
entered into and whether the dispute involved falls within the scope of the arbitration provision.”).
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Underwriters at Lloyd’s London, 584 F.3d 513, 524 (3d Cir. 2009) (citations omitted). Once a
court has found that there is a valid agreement to arbitrate, the determination of whether the
particular dispute falls within the scope of that agreement is a matter of federal law. Id. In
deciding whether a dispute falls within the scope of the arbitration agreement, a presumption of
arbitrability applies. Id. That is, “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.” Id. (quoting AT&T Techs., Inc. v. Comm’ns
Workers, 475 U.S. 643, 650 (1986)); see also Kirleis, 560 F.3d at 160.
III.
ANALYSIS
The central question at issue here is whether Jesmar and Range agreed to arbitrate disputes
arising under the Assignment, and, in particular, the dispute over the overriding royalty payments
that is the focus of Jesmar’s Complaint. Thus, the Court must determine whether a valid
agreement to arbitrate between Jesmar and Range exists and, if so, whether the royalty dispute
falls within the scope of that agreement.
In this regard, the Court notes that it is undisputed that the Assignment itself does not
contain an arbitration clause. Rather, the arbitration language on which Range relies is the
arbitration clause contained in the Lease entered into between the landowner and Jesmar. (ECF
No. 5, at 5-7.) That language provides:
ARBITRATION. In the event of a disagreement between Lessor and Lessee
concerning this lease, performance thereunder, or damage caused by Lessee’s
operations, settlement shall be determined by a panel of three disinterested
arbitrators. Lessor and Lessee shall appoint and pay the fee of one each, and the
two so appointed shall appoint the third, whose fee shall be borne equally by
Lessor and Lessee. The award shall be by unanimous decision of the arbitrators
and shall be final.
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(ECF No. 1-2, Ex. A.) Although Range agrees that the Assignment conveyed Jesmar’s right, title,
and interest in the Lease to Rice Energy (who subsequently assigned the same to Range), it
contends that that Lease’s arbitration provision was incorporated by reference into the Assignment,
thus binding both the Assignor and Assignee to arbitrate disputes arising thereunder. (ECF No.
5, at 6-7.) Jesmar disagrees and argues that the absence of arbitration language in the Assignment
shows that the parties did not agree to arbitrate disputes under the Assignment. Jesmar dismisses
Range’s “incorporation-by-reference” argument, claiming that it “wholly ignores the context of
the Assignment and the role of the overriding royalty reservation in the transaction.” (ECF No.
22, at 6-8.)
After careful review of the Complaint and the documents attached thereto, the Court cannot
find that the parties agreed to arbitrate disputes arising under the Assignment.
Under
Pennsylvania law, “[a]n assignment is a transfer of property or a right from one person to another;
unless qualified, it extinguishes the assignor’s right to performance by the obligor and transfers
that right to the assignee.” Crawford Central Sch. Dist. v. Comm’w of Pa., 888 A.2d 616, 619
(Pa. 2005). “Under the law of assignment, the assignee succeeds to no greater rights than those
possessed by the assignor.” Id. at 619-20 (citations omitted). Likewise, “[a]n assignee’s rights .
. . are not inferior to those of the assignor.” Id. at 620. In other words, “an assignee stands in the
shoes of the assignor.” Id.
Applying these principles, the Court has no doubt that the arbitration provision in the Lease
binds Range, as the Assignee, to arbitrate disputes between itself and the Lessor, Mr. Main. As
set forth above, it is well-established that the Assignee steps into the Lessee’s shoes. It also is
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clear that, following the Assignment, Jesmar no longer was a party to the Lease, and, thus, unless
otherwise specified, the rights and obligations contained in the Lease, including the arbitration
clause, no longer applied to Jesmar going forward. The relevant question here, therefore, is
whether, as Range argues, the Assignment incorporated the Lease’s arbitration provision by
reference so that Jesmar, as Assignor, and Range, as Assignee, must arbitrate any disputes arising
under the Assignment.
Under Pennsylvania law, “incorporation by reference is proper where the underlying
contract makes clear reference to a separate document, the identity of the separate document may
be ascertained, and incorporation of the document will not result in surprise or hardship.”
Chesapeake Appalachia, LLC v. Scout Petroleum, LLC, 809 F.3d 746, 760-61 (3d Cir. 2016); see
also Century Indem. Co., 584 F.3d at 534 (discussing incorporation by reference in the arbitration
context). In support of its argument that the Assignment effectively incorporates the Lease’s
arbitration provision by reference, Range points to the Assignment’s habendum clause, which
reads as follows:
TO HAVE AND TO HOLD the same unto the ASSIGNEE, its successors
and assigns, according to the terms, covenants, and conditions of the Subject Lease,
the ASSIGNEE to perform all such terms, covenants, and conditions thereof as to
the Subject Lands, as well as all of the terms, covenants, and conditions hereof.
The reservations, terms, conditions, and conditions hereof shall be binding
upon and shall inure to the benefit of ASSIGNORS and ASSIGNEE, their
respective successors and assigns, and shall attach to and run with the Subject Lease
and the Subject Lands and with each transfer or assignment thereof.
(ECF No. 1-2, Ex. B.) Specifically, Range contends that through the language, “according to the
terms, covenants, and conditions of the Subject Lease,” in the first paragraph of this clause, Jesmar
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expressly agreed that the Assignment would be subject to the same “terms, covenants, and
conditions” that exist under the Lease, including the Lease’s arbitration provision. (ECF No. 5,
at 6-7.)
After careful consideration, the Court disagrees that the presence of this language in the
Assignment establishes the arbitrability of the instant dispute. Rather, as Jesmar argues, the more
appropriate purpose of this provision in context is to identify the transfer of Jesmar’s rights, duties,
and obligations under the Lease to the Assignee. The location of this language in the habendum
clause supports this interpretation. By definition, a habendum clause is “the part of an instrument
. . . that defines the extent of the interest being granted and any conditions affecting the grant. . . .
The introductory words to the clause are ordinarily to have and to hold.” Black’s Law Dictionary
(10th ed. 2014) (emphasis in original). Also of note, although this paragraph refers to the duty to
perform all of the “terms, covenants, and conditions” of both the Assignment and the Lease, it
does so solely with respect to the “Assignee.” See ECF No. 1-2, Ex. B (“TO HAVE AND TO
HOLD the same unto the ASSIGNEE, its successors and assigns, according to the terms,
covenants, and conditions of the Subject Lease, the ASSIGNEE to perform all such terms,
covenants, and conditions thereof as to the Subject Lands, as well as all of the terms, covenants,
and conditions hereof.”) (emphasis added). In contrast, the second paragraph of the clause, which
applies to both the Assignor and Assignee, refers to the binding nature of the Assignment only.
See id. (“The reservations, terms, covenants, and conditions hereof shall be binding upon and shall
inure to the benefit of ASSIGNORS and ASSIGNEE . . . .” (emphasis added)).
The Court has examined the remaining provisions of the Assignment and has not found
any other language conveying an intent to incorporate the Lease by reference so as to bind both
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parties to its terms. The closest such language occurs in the introductory paragraph where it states
that a copy of the Lease is “attached hereto and made a part hereof for all purposes, for all depths.”
(ECF No. 1-2, Ex. B). Again, however, in the context of the Assignment, this reference to the
Lease more properly serves to identify the rights, title, and interest, conveyed by Jesmar, than to
incorporate its terms. 4
Indeed, it makes little sense that an assignor would intentionally
incorporate by reference into an assignment agreement the terms of the contract that it was, by the
very same agreement, assigning away.
The lack of explicit incorporation language in the
Assignment and the presence of limiting language in the arbitration clause itself further support
the conclusion that the Assignment does not incorporate the arbitration provision set forth in the
Lease.
In its Reply Brief, Range cites the 38-page decision of the Court of Appeals for the Third
Circuit in Century Indemnity as authority supporting arbitrability in this case.
In Century
Indemnity, the Court of Appeals found that certain retrocessional agreements between a
retrocedent and retrocessionaire incorporated the arbitration clauses contained in reinsurance
treaties between the retrocedent and its reinsured, forming an agreement between the retrocedent
and retrocessionaire to arbitrate disputes, even though the retrocessionaire was not a signatory to
the reinsurance treaties containing the arbitration clause.5 Century Indem., 584 F.3d at 555-57.
In its Opposition Brief, Jesmar also refers to the “Prior Agreement” clause set forth at paragraph 2 of the Assignment
as a possible source of Range’s argument. (ECF No. 22, at 7.) This clause states that the “Assignment is expressly
made in conformance with and subject to the terms, covenants, and conditions of that certain Agreement, dated August
20, 2011, and fully executed on August 31, 2011 between ASSIGNOR and ASSIGNEE herein.” (ECF No. 1-2, Ex.
B.) Although Jesmar claims that Range “places great emphasis” on the Prior Agreement paragraph, the Court could
not find any reference to it in Range’s Briefs. In any event, the dates in the Prior Agreement clause do not match the
date of the Lease (April 11, 2007) and, therefore, the clause does not appear to be relevant to the instant dispute.
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Reinsurance contracts covering classes of risk rather than particular policies are called reinsurance treaties.
Retrocessional agreements are contracts for reinsurance of reinsurance. A retrocessionaire is a reinsurer of
reinsurance. GCIS Ins. Servs., Inc. v. Lincoln Gen. Ins. Co., 773 F. Supp. 2d 490, 501 n.1.
4
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In so holding, the Court noted, inter alia, that the retrocessional agreements contained two
paragraphs containing incorporation language, the second of which expressly stated that all terms
and provisions of the policy “shall be applied to this agreement as if contained herein.” Id. at
550-51, 555. Range also points to the Court’s statement that an arbitration clause incorporated
by reference into a subsequent agreement may still apply to the parties to the subsequent agreement
even where, as here, the arbitration clause contains narrow language restricting arbitration to
disputes between the specific parties to the original agreement. Id. at 555-57.
After careful review, the Court finds that Century Indemnity is not dispositive here.
Although the Court of Appeals found that the district court properly compelled arbitration in that
case, it reached that decision only after discussing and/or distinguishing numerous previous cases,
including many that did not find an agreement to arbitrate, either through incorporation by
reference or otherwise. See id. at 525-56 and cases cited therein. It is clear from the Court’s
painstaking analysis that it was not proclaiming a bright-line rule; but, rather, recognizing that
arbitrability depends on the circumstances of each individual case, including, inter alia, the type
of agreement at issue, the purpose of the agreement, the language employed, and the intent of the
parties. Id. The types of agreements at issue here do not resemble the retrocessional agreements
at play in Century Indemnity, and Range has not cited any authority applying the Court’s reasoning
in Century Indemnity to arbitration provisions in the context of a lease assignment such as the one
in this case. If anything, the Century Indemnity Court distinguished cases more closely analogous
to the instant case in which courts did not find an incorporated agreement to arbitrate where the
purpose of the incorporation clause was to define the scope of a party’s rights and/or obligations,
and not to incorporate the entirety of the original contract into the second agreement. See id. at
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548-49 and cases cited therein; see also id. at 549 (noting that even with broadly worded arbitration
clauses, “courts may refuse to compel arbitration where the parties to not intend to incorporate the
agreement to arbitrate”).
In short, the Court agrees with Jesmar that, although applicable law recognizes the
incorporation of arbitration provisions into other agreements, that law does not mandate arbitration
of the dispute at issue in this case. As set forth above, nothing in the Complaint or the agreements
attached thereto indicate that the parties to the Assignment intended to incorporate the Lease’s
arbitration clause into the Assignment or otherwise agreed to arbitrate disputes under the
Assignment. Because Jesmar and Range did not agree to arbitrate disputes under the Assignment,
Range’s Motion will be denied.6
IV.
CONCLUSION
For the reasons set forth above, the Court will deny Range’s Motion to Dismiss or Stay
Pending Arbitration (ECF No. 4). An appropriate order will follow.
Dated: March 26, 2018
6
Jesmar further argues that, even if the parties agreed to arbitrate, that the instant dispute is not within the scope of
Lease’s arbitration provision. (ECF No. 22, at 9-12). The crux of Jesmar’s argument is that the arbitration provision
is limited to disagreements “between the Lessor and Lessee” concerning the “lease, performance thereunder, or
damage caused by Lessee’s operations.” Id. (citing ECF No. 1-2, Ex. A.) (emphasis added). Because the dispute
here is between Jesmar and Range, and not the “Lessor and Lessee,” and because it concerns performance under the
Assignment and not the Lease, Jesmar reasons that the dispute falls outside of this narrow scope. Id. Although
Jesmar’s argument appears logical and consistent with the contractual language at issue, the Court of Appeals in
Century Indemnity was careful to note that, given the presumption of arbitrability when addressing scope, even narrow
language such as this can sometimes be read to apply more broadly. Century Indemnity, 584 F.3d at 555-57. In this
case, the Court agrees with Jesmar that the limiting language of the arbitration agreement is consistent with the
conclusion that the parties to the Assignment did not agree to arbitrate disputes arising under the Assignment.
Because the Court does not find a valid agreement to arbitrate, however, further analysis of the scope issue is
unnecessary.
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BY THE COURT:
__________________________
LISA PUPO LENIHAN
United States Magistrate Judge
cc:
All Counsel of Record
Via Electronic Mail
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