Barney Holland Oil Company v. FleetCor Technologies, Inc. et al

Filing 24

Memorandum Opinion and Order..FleetCor's m/dism denied..FleetCor's m/stay granted; FleetCor's m/compel arbitration granted. Parties arbitrate the issue of arbitrability of the issues presented in BHOC's original complaint and by Aug 31 2015, report to the court the decision of the arbitrator as to the arbitrability of the issues presented in the action. (Ordered by Judge John McBryde on 7/31/2015) (wrb)

IN THE UNITED STATES DISTRI,.i.T ctfURfEil\ '"·lSi;,;( ltii i L\AS
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NORTHERN DISTRICT OF TErAS
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FORT WORTH DIVISION

JUL 3 I 2015
BARNEY HOLLAND OIL COMPANY,

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Plaintiff,
VS.
FLEETCOR TECHNOLOGIES,
ET AL.,

INC.,

Defendants.

CLFRr.;,L.S.i;l,lRICTCO' •.·!

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NO. 4:15-CV-31b=A'

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MEMORANDUM OPINION
and
ORDER
Carne on for consideration the motion to dismiss or stay and
compel arbitration filed by defendant Fleetcor Technologies
Operating Company, LLC ("FleetCor") on June 2, 2015.

Plaintiff,

Barney Holland Oil Company ("BHOC"), filed a response.

Having

considered the motion, response, and applicable legal
authorities, the court concludes that such motion should be
granted in part.
I.

Background
On October 3, 1995, BHOC and Fleetrnan, Inc. entered into the
Fuelrnan License Agreement ("agreement"), which granted BHOC a
twenty-year license to operate a "Fuelrnan system."

Defendants,

FleetCor and FleetCor Technologies, Inc., are successors-ininterest to Fleetrnan, Inc.

Upon expiration of the twenty-year

term, BHOC attempted to renew the agreement for an additional

twenty-year term, however it was denied that right.

As a result,

BHOC initiated this action on April 27, 2015 by the filing of a
complaint which seeks a declaratory judgment that:
(a) [BHOC] 's right to renew the License agreement,
provided by Paragraph 1.4 of that document, is subject
to only four requirements: (1) [BHOC] must provide
notice to FleetCor " ... not later than six (6) months
prior to the expiration ... " of the primary term of the
License Agreement; (2) [BHOC] must tender to Fleet Cor
" ... a renewal fee ... " in the amount of $5000; (3)
[BHOC] must " ... execute and deliver to [FleetCor] the
then-current form of the Fuelman License agreement in
use by [FleetCor] "; and, ( 4) [BHOC] must have " ... fully
performed all its obligations under the Agreement and
all other agreements which may be in effect between
[FleetCor and [BHOC]".
(b) The October 3, 1995 License Agreement between
[BHOC] and Fleetman, Inc. is the only Fuelman License
agreement currently in use by FleetCor; and, therefore
it is the only license agreement that complies with
Paragraph 1.4 of the License Agreement.
(c) [BHOC] has met all its contractual obligations to
FleetCor, or alternatively, any obligation not met is
immaterial and does not preclude renewal of the
license.
(d) [BHOC] has complied with all the requirements of
Paragraph 1.4 of the License Agreement.
(e) [BHOC] has renewed the License Agreement for a
twenty-year period running from October 4, 2015 through
October 3, 2035, in accordance with Paragraph 1.4 of
the License Agreement.
Compl. at 5-6.

BHOC also requests attorneys' fees and other

expenses incurred while enforcing its contractual rights.

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II.

The Motion
In its motion, FleetCor argued that the contract under which
BHOC sued contained a valid and enforceable arbitration
provision, and, therefore,

(1) the arbitrator, not the court,

should determine arbitrability, and (2) if the court is the
appropriate forum to determine arbitrability, the court should
find that this dispute falls within the arbitration provision.
III.

Applicable Legal Principles
"(A]rbitration is a matter of contract and a party cannot be
required to submit to arbitration any dispute which he has not
agreed to so submit."

AT&T Technologies., Inc. v. Commc'ns

Workers of Am., 475 U.S. 643, 648 (1986)
marks omitted) .

For that reason,

(internal quotation

"courts presume that parties

intend courts, not arbitrators, to decide what [has been] called
disputes about arbitrability."
134 s.ct. 1198, 1206 (2014).

BG Grp., PLC v. Republic of Arg.,
"When deciding whether the parties

agreed to arbitrate a certain matter (including arbitrability),
courts generally (though with a qualification we discuss below)
should apply ordinary state-law principles that govern the
formation of contracts."
514 u.s. 938, 944

(1995).

First Options of Chi., Inc. v. Kaplan,
The qualification is that "courts

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should not assume that the parties agreed to arbitrate
arbitrability unless there is clea[r] and unmistakeabl[e]
evidence that they did so."
omitted)

Id.

(internal quotation marks

(alteration in original).

In September 2000, the

"American Arbitration Association adopted a new rule, R-8(a),
that provided arbitrators could rule on their own jurisdiction."
Gilbert St. Developers, LLC v. La Quinta Homes, LLC,
App. 4th 1185, 1188

(Cal.App.--Cal. 2009).

174 Cal.

The Fifth Circuit has

held that the incorporation of the current rule of the American
Arbitration Association "presents clear and unmistakable evidence
that the parties agreed to arbitrate arbitrability."
Inc. v. DynMcDermott Petroleum Operations Co.,

Petrofac,

687 F.3d 671, 675

(5th Cir. 2012).
IV.
Application
The agreement provided that "arbitration proceedings shall
be conducted in New Orleans, Louisiana and shall be conducted in
accordance with the then-current Commercial Arbitration Rules of
the American Arbitration Association."

Def. 's App. at 44.

The

current Commercial Arbitration Rules of the American Arbitration
Association ("AAA rules") give the arbitrator power to rule on
his or her own jurisdiction.

Thus, the parties clearly and

unmistakably provided that arbitration proceedings would be

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conducted in accordance with the AAA rules in effect at the time
arbitration was conducted.

Therefore, the arbitrator is tasked

with determining arbitrability.
The Federal Arbitration Act provides that, where a court is
satisfied that the issues involved in a case are referable to
arbitration under an arbitration agreement, the court shall "stay
the trial of the action until such arbitration has been had in
accordance with the terms of the agreement .
§

3.

II

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u.s.c.

For that reason, the court is ordering the above-captioned

action stayed until the arbitrator determines the issue of
arbitrability under the agreement.

v.
Order
Therefore,
The court ORDERS that:
and is hereby, denied;
hereby, granted;

(1) FleetCor's motion to dismiss be,

(2) FleetCor's motion for stay be, and is

(3) FleetCor's motion to compel arbitration be,

and is hereby, granted as to the issue of arbitrability;

(4) the

parties arbitrate the issue of arbitrability of the issues
presented in BHOC's original complaint filed in this action; and
(5) the parties, by August 31, 2015, report to the court the

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decision of the arbitrator as to the arbitrability of the issues
presented in the above-captioned action.
SIGNED July 31, 2015.

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