I.S. Joseph Co., Inc. v. Michigan Sugar Co.
| Decision Date | 10 October 1986 |
| Docket Number | No. 85-5400,85-5400 |
| Citation | 803 F.2d 396 |
| Parties | I.S. JOSEPH COMPANY, INCORPORATED, v. MICHIGAN SUGAR COMPANY. MICHIGAN SUGAR COMPANY, v. I.S. JOSEPH COMPANY. MICHIGAN SUGAR COMPANY, Appellant, v. JOSCO CROWN INTERNATIONAL, LTD., (non-party), Appellee. |
| Court | U.S. Court of Appeals — Eighth Circuit |
Steven K. Champlin, Minneapolis, Minn., for appellant.
David F. Herr, Minneapolis, Minn., for appellee.
Before ARNOLD, Circuit Judge, HENLEY, Senior Circuit Judge, and LARSON, * Senior District Judge.
This case involves the question whether a party to a commercial arbitration agreement can be compelled to arbitrate with the assignee of the entity with which it first agreed to arbitrate. More specifically, we are called on to decide who--the arbitrator or the court--must determine the present validity and enforceability of the arbitration agreement. The United States District Court for the District of Minnesota compelled arbitration without ruling on the validity of the assignment. The Court held that any objections to the assignment should be decided by the arbitration panel. We now reverse, for the underlying dispute here goes to the existence of a contract to arbitrate, and therefore is a question of substantive arbitrability to be decided by the courts. 1
Michigan Sugar Co. (MSC), a producer of sugar-beet pulp, had a business relationship for a number of years with I.S. Joseph Co. (Joseph), a merchant and broker. During the course of that relationship, certain disagreements led to litigation which was settled through an agreement between MSC and Joseph in April 1984. The agreement included an arbitration clause which read as follows:
Any disputes arising under or relating to this agreement now being entered into the record and arising under or relating to any contract made pursuant to this agreement by the parties shall be resolved by binding arbitration under the rules of the American Arbitration Association, with venue to be at Chicago.
Transcript of Settlement Conference, Joint Appendix at 31. Neither party disputes the validity of this agreement between MSC and Joseph.
Early in 1985, Joseph experienced financial difficulties. In the course of attempting to work out its obligations with its creditors, Joseph transferred part of its business to Josco Crown International, Ltd. (Josco), a new entity. This transaction included the purported assignment of the rights and duties under the previous contract between Joseph and MSC. In March 1985, Joseph was forced into bankruptcy by its creditors. Subsequently, Joseph sought to reopen these proceedings, to substitute Josco as the real party in interest under Fed.R.Civ.P. 25, and to compel MSC to arbitrate with Josco over the remaining differences arising out of the April 1984 agreement and subsequent dealings between the parties.
As might be expected, the parties characterize this dispute in different ways. In Josco's view, its predecessor Joseph entered into an agreement with MSC to engage in certain mutually beneficial dealings and to resolve any ensuing differences through arbitration. The subject matter of the business arrangement has remained the same under Josco; the obligations of the settlement as well as its benefits passed by assignment to Josco; the only change has been in the name of one of the parties. It sees the agreement to arbitrate as an existing obligation which MSC must honor. The meaning and effect of the assignment of the contract from Joseph to Josco is simply one of the questions which the parties are bound to submit to arbitration.
MSC, on the other hand, while admitting that it made such an agreement with Joseph, stresses that Josco is a stranger to the agreement and that it has no understanding with Josco about arbitration (or, for that matter, anything else). In the present context of the litigation, the dispute is no longer over the terms of an agreement, but rather, whether there is an agreement at all. That, says MSC, is a question that only a court can answer.
The Federal Arbitration Act, 9 U.S.C. Sec. 4, provides that a party aggrieved by the failure of another to arbitrate under a written agreement for arbitration may petition a district court for an order compelling arbitration under the agreement. The role of the court under Sec. 4 is strictly limited to answering one question: Is there a contract between these parties which commits the subject matter of this dispute to arbitration? If such an agreement exists, the court must compel arbitration, with adjudication of the merits of the underlying dispute left entirely to the arbitrator; if, on the other hand, the court determines that there is no agreement of the parties to arbitrate the dispute, then the petition must be denied.
The Act states that "upon being satisfied that the making of the agreement for arbitration or the failure to comply therewith is not in issue, the court shall make an order directing the parties to proceed to arbitration." It further states "[i]f the making of the arbitration agreement or the failure, neglect, or refusal to perform the same be in issue, the court shall proceed summarily to the trial thereof."
The phrase "the making of the agreement for arbitration" is the essence of the District Court's inquiry under Sec. 4. It includes both a determination of whether the subject matter of the dispute is comprehended within the agreement, McAllister Brothers, Inc. v. A & S Transportation Co., 621 F.2d 519, 522 (2d Cir.1980); cf. AT & T Technologies, Inc. v. Communications Workers of America, --- U.S. ----, 106 S.Ct. 1415, 1418, 89 L.Ed.2d 648 (1986) (), and whether there is an agreement between the parties at all, see Johnson Controls, Inc. v. City of Cedar Rapids, 713 F.2d 370, 373 (8th Cir.1983); cf. John Wiley & Sons, Inc. v. Livingston, 376 U.S. 543, 547, 84 S.Ct. 909, 912, 11 L.Ed.2d 898 (1964) ().
The Arbitration Act announces a liberal federal policy favoring arbitration agreements. Moses H. Cone Memorial Hospital v. Mercury Construction Corp., 460 U.S. 1, 103 S.Ct. 927, 74 L.Ed.2d 765 (1983). Doubts regarding arbitrability should be resolved in favor of coverage under the agreement " 'unless it can be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute.' " McAllister Brothers, 621 F.2d at 522, quoting United Steelworkers of America v. Warrior and Gulf Navigation Co., 363 U.S. 574, 582-83, 80 S.Ct. 1347, 1352-53, 4 L.Ed.2d 1409 (1960). Nevertheless, any power that the arbitrator has to resolve the dispute must find its source in a real agreement between the parties. He has no independent source of jurisdiction apart from the consent of the parties. If there is in fact a dispute as to whether an agreement to arbitrate exists, then that issue must first be determined by the court as a prerequisite to the arbitrator's taking jurisdiction. See John Wiley & Sons, Inc., 376 U.S. at 547, 84 S.Ct. at 913. 2
In the present case, MSC does not deny that it made an agreement to arbitrate disputes with Joseph. Josco relies on that...
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