Kodak Min. Co. v. Carrs Fork Corp.
| Decision Date | 10 May 1984 |
| Citation | 669 S.W.2d 917 |
| Parties | KODAK MINING COMPANY, Movant, v. CARRS FORK CORPORATION, Respondent. |
| Court | United States State Supreme Court — District of Kentucky |
Henry D. Stratton, Stratton, May & Hays, PSC, Pikeville, Armistead W. Gilliam, Jr., Smith & Schnacke, Dayton, Ohio, for movant.
A.P. Gullett, III, Cooper, Gullett, Combs, Holliday & James, Hazard, for respondent.
The issue presented by this motion for interlocutory relief pursuant to CR 65.09 is whether the trial court was correct in refusing to stay its proceedings pending arbitration between the parties pursuant to clauses in the controlling contracts, two coal mining leases, which required arbitration of disputes.
In 1956 Kodak Mining Company, the lessee, and Carrs Fork Corporation, the lessor, entered into two coal mining leases. Both of the leases contained a broad arbitration clause. The clause in the March 31, 1956 lease states:
If at any time, at termination of this lease or otherwise, there shall be a controversy concerning any item or term of this lease, the said Lessee and Lessor agree to arbitrate as follows....
The clause in the April 1, 1956 lease states:
In the event of any difference or dispute arising between the parties hereto, growing out of the terms of this lease, or the construction thereof, or the operations of the lessee or rights or obligations of the lessor or lessee hereunder, such questions shall be determined by arbitration in the manner provided for in this article and the fact that arbitration is especially provided for under certain clauses hereof shall not be deemed to exclude arbitration under other clauses where not so specifically provided.
On March 3, 1982 Carrs Fork commenced an action against Kodak in the Knott Circuit Court claiming a right to relief based upon alleged actions or inaction by Kodak in violation of its obligations under the leases. Kodak raised Carrs Fork's failure to submit the dispute to arbitration as a defense in the circuit court proceeding and on June 28, 1982 Kodak requested a hearing on its special defense of arbitration. However, on May 4, 1983 the trial judge overruled Kodak's arbitration defense and set the matter for further proceeding.
On May 24, 1983 Kodak moved for CR 65.07 interlocutory relief from the Court of Appeals which was denied by that court on July 13, 1983. On July 19, 1983 Kodak filed this motion for interlocutory relief pursuant to CR 65.09 requesting this Court to vacate the Court of Appeals' Order and to direct the Knott Circuit Court to stay its proceedings pending arbitration between the parties pursuant to the terms of the mining leases.
Under the facts of this case we must grant Kodak Mining Company's motion for interlocutory relief from the Court of Appeals' Order entered July 13, 1983.
The first point to be discussed is whether this action is a dispute under the contracts in question and is therefore subject to arbitration under the terms of those contracts. Kodak claims that Carrs Fork's action was based upon alleged actions or inactions by Kodak which were violative of its contractual obligations. On the other hand, Carrs Fork claims the action was brought to have the leases cancelled, revoked and forfeited for Kodak's failure to develop the property and for Kodak's failure to mine in conformity with the applicable laws of the Commonwealth of Kentucky. Carrs Fork contends that an action to cancel the entire contract is an issue for the court and not a subject fit for arbitration because arbitration cannot provide the relief sought, which is the cancellation or revocation of the contract. R.B.F. Management Co. v. Sunshine Towers Apartment Residences Association, (1977, Fla.App. D2), 352 So.2d 561. In R.B.F. Management Co. the Florida court held that where the issue is the validity of the entire contract, an arbitration clause is not applicable. We are not inclined to follow the ruling of the Florida Court primarily because the issue in question here does not involve the validity of the entire contract. The issues herein involve the performance or the non-performance of terms of the contracts, specifically the alleged nondevelopment of the property and the alleged failure to mine in conformity with the laws of the Commonwealth of Kentucky, therefore, the arbitration clause is applicable.
Next, we must determine whether an agreement to arbitrate disputes arising under a contract evidencing a transaction in interstate commerce is valid and specifically enforceable by stay of a judicial proceeding brought in Kentucky where the proceeding involves issues referable to arbitration. The short answer is: yes, it is. An agreement to arbitrate disputes arising under a contract evidencing a transaction in interstate commerce is valid and is specifically enforceable by stay of a judicial proceeding brought in Kentucky where the proceeding involves issues referable to arbitration. This was our holding in Fite & Warmath Construction Co. v. MYS Corp., Ky., 559 S.W.2d 729 (1977), we said:
We, therefore, hold that the provisions of the U.S. Arbitration Act of 1925 apply to actions brought in the courts of this state where the purpose of the action is to enforce voluntary arbitration agreements in contracts evidencing transactions in interstate commerce. Id. at 734.
Our next consideration must center upon whether the action in the case at bar falls under the provisions of the Federal Arbitration Act. Section 2 of the Federal Arbitration Act, 9 U.S.C. S2, provides in pertinent part that:
A written provision in any ... contract evidencing a transaction involving [interstate] commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction ... shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.
The last clause in Section 2 refers only to revocation based upon fraud, mistake or other defect in the making of the agreement, therefore, arbitration may be had as to all issues arising subsequent to the making of the contract. Carrs Forks' claims here are not related to the making of the contract. Instead, they are related only to alleged actions or inactions by Kodak after the leases were executed. As a result, Carrs Fork cannot rely upon the "... save upon such grounds as exist at law or in equity for the revocation of any contract ..." clause of 9 U.S.C. Section 2 in this particular case.
We have already said that there was a written provision within the leasing contracts here to settle by arbitration a controversy thereafter arising out of such contracts or transactions.
We must now consider whether these were contracts "... evidencing a transaction involving interstate commerce."
First of the factors to be considered in making the "interstate commerce" determination is the fact that the parties were incorporated in different states. Carrs Fork is a Virginia corporation and Kodak is incorporated in Kentucky. In Fite & Warmath, supra, the Court specifically noted, in concluding that the transaction there involved was one in interstate commerce, that the parties were incorporated in different states. Id. at 732 and 734.
A second point which indicates "interstate commerce" is that both arbitration clauses specify that selection of the board of arbitrators should be done by federal judges from different states; one selecting judge from the Western District of Kentucky and one from the Western District of Virginia. This fact adds to the evidence that this is a transaction in interstate commerce.
A third consideration is whether the leases in question involve interstate commerce. Carrs Fork contends, expectedly, that they do not. Carrs Fork suggests that these coal leases amount to a sale of real estate. Respondents cite Mills v. Mills, 275 Ky. 431, 121 S.W.2d 962 (1938) for the proposition that a lease of minerals under the surface was a sale of a portion of the real estate. Therefore, respondent contends that the questioned transactions were entirely local and involved only property located in Knott County,...
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