Petition of Home Ins. Co.

• Decision Date: 11 December 1995
• Docket Number: No. 95 Civ. 5338 (JGK).,95 Civ. 5338 (JGK).
• Citation: 908 F. Supp. 180
• Parties: In the Matter of the Petition of the HOME INSURANCE COMPANY as Successor in Interest to the Home Indemnity Company Seeking an Order Directing Svedala Industries, Inc. to Proceed to Arbitration.
• Court: U.S. District Court — Southern District of New York

908 F. Supp. 180

In the Matter of the Petition of the HOME INSURANCE COMPANY as Successor in Interest to the Home Indemnity Company Seeking an Order Directing Svedala Industries, Inc. to Proceed to Arbitration.

No. 95 Civ. 5338 (JGK).

United States District Court, S.D. New York.

December 11, 1995.

Emilie L. Bakal, Mound, Cotton & Wollan, New York City, for petitioner.

Robert J. Brennan, Jay R. McDaniel, Porzio, Bromberg & Newman, New York City, for respondent.

MEMORANDUM OPINION AND ORDER

KOELTL, District Judge:

This is a petition to compel arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 4 (the "Arbitration Act") brought by The Home Insurance Company ("Home") against Svedala Industries Inc. ("Svedala"). Svedala cross-moves to dismiss the petition.

I.

Home bases its petition on an arbitration clause in a Retrospective Premium Agreement (the "Premium Agreement") between itself and Svedala. The Premium Agreement governs certain premium calculations in connection with a Workers Compensation and Employers Liability Insurance policy (the "Policy") issued to Svedala by Home. Home seeks to submit to arbitration certain disputed retrospective premiums billed under the Premium Agreement that Svedala has refused to pay.

Home also seeks to enjoin Svedala from proceeding with a related action pending in the Eastern District of Wisconsin. See 9 U.S.C. § 3. In that action, removed by Home from Milwaukee County Circuit Court, Svedala claims that Home "breached its fiduciary obligations ... and further breached its duties of good faith and reasonableness" and seeks a declaratory judgment that Svedala does not owe the disputed premiums that Home billed. (See Aff. of Mark J. Fisher, dated July 17, 1995, Ex. B.) Home responded to Svedala's declaratory judgment action by moving for a stay pending arbitration. That motion was pending at the time Home's petition was argued before this Court on September 8, 1995.

On October 18, 1995, District Judge Myron L. Gordon granted Home's motion and ordered the Wisconsin proceedings stayed pending arbitration, see Svedala Indus., Inc. v. The Home Ins. Co., No. 95-C-746 (E.D.Wisc. Oct. 18, 1995), making moot that part of Home's petition in this Court requesting a stay of the Wisconsin proceeding. In light of Judge Gordon's decision, the only issue remaining before this Court is whether to compel arbitration or dismiss the petition. For the reasons that follow, Home's petition is granted, Svedala's cross-motion to dismiss is denied, and the parties are ordered to proceed to arbitration pursuant to 9 U.S.C. § 4.

II.

Initially, Svedala argues that Home's petition should be dismissed on two procedural grounds. First, Svedala contends that Home's removal of the Wisconsin state court action "affirmatively invoked the jurisdiction of the Wisconsin District Court and sought relief that is, in the first instance, presumptively adequate to protect its contractual rights." (Resp.Br.Opp'n at 8.) Svedala argues that this Court is presented with no justiciable controversy, and therefore has no subject matter jurisdiction, because Home is already before a federal court seeking to compel arbitration. Svedala further argues that Home's petition should be dismissed because the Wisconsin suit was filed before this petition, relying on the first-filed rule. See, e.g., First City Nat'l Bank & Trust Co. v. Simmons, 878 F.2d 76, 79 (2d Cir.1989) ("Where there are two competing lawsuits, the first suit should have priority, absent a showing of balance of convenience ... or ... special circumstances giving priority to the second." (citations omitted)).

The notion that Home's removal of the Wisconsin state court declaratory judgment action operated in some fashion to revoke this Court's subject matter jurisdiction is seriously flawed. Svedala presumes that Home could obtain an order compelling arbitration from the Eastern District of Wisconsin and that it must do so having removed Svedala's state court action. This position cannot be reconciled with the well-established principle that only the district court in the district where the arbitration will proceed may order arbitration. Under the Arbitration Act, arbitration must proceed in the district where the order directing arbitration is filed, see 9 U.S.C. § 4, and a federal district court may only compel arbitration in its own district. See 9 U.S.C. § 4; Oil Basins Ltd. v. Broken Hill Proprietary Co., Ltd. 613 F.Supp. 483, 486 (S.D.N.Y.1985) ("The Federal Arbitration Act makes it clear that ... a federal district court may only compel arbitration in its own district."); Lawn v. Franklin, 328 F.Supp. 791, 793 (S.D.N.Y.1971) ("The proper District within which the petition for such order should be filed is the District where the `proceedings' by virtue of the contract of the parties are to take place."); see also Farr & Co. v. Cia. Intercontinental De Navegacion De Cuba, 243 F.2d 342, 346 (2d Cir.1957) ("Section 4 of the Arbitration Act requires that when parties have agreed to arbitrate the arbitration be had in the district where the petition is filed."). Because the arbitration clause in the Premium Agreement on which Home relies expressly provides that arbitration will take place in New York, (see Fisher Aff.Ex. A), Home could not obtain an order to compel arbitration in the Wisconsin action. As Judge Gordon himself recognized:

Home was obligated to file its petition to compel arbitration in the Southern District of New York as the arbitration agreement provides for arbitration in New York City; a petition to compel arbitration must be filed in the district in which arbitration is required.

Svedala, slip op. at 3 (citing Merrill Lynch, Pierce, Fenner & Smith v. Lauer, 49 F.3d 323, 327 (7th Cir.1995)). Regardless of Home's actions in Wisconsin, the only court capable of ordering arbitration in this dispute is this one.¹ Similarly, the first-filed rule is inapplicable here because it only applies where the second-filed action embraces the same issue as the first. See City of New York v. Exxon Corp., 932 F.2d 1020, 1025 (2d Cir.1991). Accordingly, Svedala's cross-motion to dismiss the petition is denied.

III.

Home's petition to compel arbitration is governed by the Federal Arbitration Act, which provides that written agreements to arbitrate disputes "shall be valid, irrevocable, and enforceable." 9 U.S.C. § 2. It is well understood that whether an agreement to arbitrate governs a particular dispute is essentially a matter of contract interpretation. See, e.g., Collins & Aikman Prods. Co. v. Building Systems, Inc., 58 F.3d 16, 19 (2d Cir.1995) ("Federal arbitration policy respects arbitration agreements as contracts that are enforceable in the same way as any other contract."); 99 Commercial Street, Inc. v. Goldberg, 811 F.Supp. 900, 905 (S.D.N.Y. 1993) ("Arbitration is first and foremost a matter of contract...."). And, while parties are not required to arbitrate when they have not agreed to, see Volt Information Sciences, Inc. v. Board of Trustees of Leland Stanford Junior Univ., 489 U.S. 468, 478, 109 S.Ct. 1248, 1255, 103 L.Ed.2d 488 (1989), they are bound by provisions to which they have agreed, see Genesco, Inc. v. T. Kakiuchi & Co., Ltd., 815 F.2d 840, 845 (2d Cir.1987), and doubts about whether an arbitration agreement covers a dispute must be resolved in favor of arbitration. See Moses H. Cone Memorial Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24-25, 103 S.Ct. 927, 941, 74 L.Ed.2d 765 (1983); Collins, 58 F.3d at 19.

The pertinent inquiry, therefore, is whether the parties have entered into a valid written arbitration agreement that covers the disputed premium bills. See Concourse Village Inc. v. Local 32E, Service Employees Int'l Union, 822 F.2d 302, 304-05 (2d Cir. 1987); McMahon v. RMS Electronics, Inc., 618 F.Supp. 189, 191 (S.D.N.Y.1985) ("The resolution of the question of arbitrability turns on an interpretation of the arbitration clause."). Home argues that the arbitration clause of the Premium Agreement governs this dispute. The parties do not dispute that the Premium Agreement itself is valid and enforceable, including the arbitration clause — it is the scope of that clause on which they differ. That clause provides for arbitration of any dispute ...