Seguro de Servicio de Salud de Puerto Rico v. McAuto Systems Group, Inc., s. 88-1990

• Decision Date: 02 March 1989
• Docket Number: Nos. 88-1990,88-1991,88-2056 and 88-2057,s. 88-1990
• Citation: 878 F.2d 5
• Parties: SEGURO DE SERVICIO DE SALUD DE PUERTO RICO, Plaintiff, Appellee, v. McAUTO SYSTEMS GROUP, INC., Defendant, Appellee (Two Cases). Appeal of ADVANCED SYSTEM APPLICATIONS, INC., Third-Party Defendant. SEGURO DE SERVICIO DE SALUD DE PUERTO RICO, Plaintiff, Appellant, v. McAUTO SYSTEMS GROUP, INC., Defendant, Appellee. Appeal of ADVANCED SYSTEM APPLICATIONS, INC., Defendant. SEGURO DE SERVICIO DE SALUD DE PUERTO RICO, Plaintiff, Appellant, v. McAUTO SYSTEMS GROUP, INC., et al., Defendants, Appellees. . Heard
• Court: U.S. Court of Appeals — First Circuit

Page 5

878 F.2d 5

104 A.L.R.Fed. 241

SEGURO DE SERVICIO DE SALUD DE PUERTO RICO, Plaintiff, Appellee, v. McAUTO SYSTEMS GROUP, INC., Defendant, Appellee (Two Cases).

Appeal of ADVANCED SYSTEM APPLICATIONS, INC., Third-Party Defendant.

SEGURO DE SERVICIO DE SALUD DE PUERTO RICO, Plaintiff, Appellant, v. McAUTO SYSTEMS GROUP, INC., Defendant, Appellee.

Appeal of ADVANCED SYSTEM APPLICATIONS, INC., Defendant.

SEGURO DE SERVICIO DE SALUD DE PUERTO RICO, Plaintiff, Appellant, v. McAUTO SYSTEMS GROUP, INC., et al., Defendants, Appellees.

Nos. 88-1990, 88-1991, 88-2056 and 88-2057.

United States Court of Appeals First Circuit.

Heard March 2, 1989.

Decided June 20, 1989.

Mark P. Ladner with whom Ann M. Parrent, Morrison & Foerster, New York City, Hector Reichard de Cardona and Lasa, Escalera & Reichard, San Juan, P.R., were on brief, for Advanced System Applications, Inc.

Ricardo F. Casellas, San Juan, P.R., with whom Salvador Antonetti Zequeira, Santurce, P.R., Jay A. Garcia-Gregory and Fiddler, Gonzalez & Rodriguez, San Juan, P.R., were on brief, for plaintiff.

P.B. Konrad Knake with whom Michael I. Chakansky, White & Case, New York City, Pedro Santa-Sanchez and O'Neill & Borges, Hato Rey, P.R., were on brief, for McAuto Systems Group, Inc.

Before TORRUELLA and SELYA, Circuit Judges, and CAFFREY, ^* Senior District Judge.

TORRUELLA, Circuit Judge.

Plaintiff Seguros de Servicio de Salud de Puerto Rico, Inc. (SSS) and third party defendant Advanced System Application, Inc. (ASA) appeal from an order directing the consolidation of two separate arbitrations.

SSS is a Puerto Rican corporation which provides medical and health insurance to individuals and groups in Puerto Rico. On December 13, 1985, SSS agreed to purchase a computer system, including both hardware and software, from the defendant, McAuto Systems Group, Inc. (MSGI). MSGI, a Delaware corporation with its principal place of business in New York, designs and installs computer systems for companies in the health care industry. The contract provided that the system would be installed and ready for operation by January 2, 1987. The contract also provided that "any dispute which might arise during the term of the contract ... shall be submitted to binding arbitration under the rules then prevailing of the American Arbitration Association." Joint Appendix at 44 [hereinafter JA]. The agreement is governed by the laws of the Commonwealth of Puerto Rico, see JA 44, but is silent as to the site of arbitration.

Prior to entering into the SSS agreement, MSGI had contracted on January 1, 1985, to purchase the software for the SSS system from Advanced Systems Applications, Inc. (ASA). ASA, a Delaware corporation with its principal place of business in Illinois, develops and licenses computer software systems for insurance claims processing. This contract provides that "[a]ll disputes under or concerning this Agreement, except disputes involving the termination of this Agreement, shall be settled by binding arbitration in the city of New York, New York, under the then prevailing rules of the American Arbitration Association." JA 113. The contract also provides that its terms are to be governed by the laws of Illinois. JA 113.

Each of the two contracts described above is distinct. The only direct contractual links between SSS and ASA relate to the licensing of ASA's software. As an inducement for ASA to enter into an agreement with MSGI, SSS executed a separate letter agreement whereby it agreed to be bound by certain licensing terms of the ASA-MSGI Agreement. See JA 124-25. This letter agreement has no arbitration clause. In addition, once the system becomes operational, both contracts provide that the three parties shall execute a Use License Assignment Agreement pursuant to which MSGI's license to use the ASA software may be assigned to SSS. See JA 43, 104. The Use License Assignment Agreement has an arbitration clause that that is identical to the one in the ASA-MSGI contract. See JA 64, 122.

The dispute underlying this litigation began in 1987. Because of various misunderstandings that go to the merits of the case, MSGI stopped making payments due to ASA under the ASA-MSGI agreement. In response, ASA commenced a suit in New York state court seeking a declaration that ASA was entitled to terminate the ASA/MSGI agreement as a result of MSGI's failure to pay. MSGI persuaded the state court to stay the lawsuit pending arbitration. On November 20, 1987, MSGI commenced separate arbitration proceedings against SSS and ASA and requested that the American Arbitration Association (AAA) consolidate the two proceedings and direct that the hearings be held in New York. ¹

SSS responded on December 8, 1987, by filing the instant lawsuit in the United States District Court for the District of Puerto Rico, seeking an order under section 19 of the Federal Arbitration Act, 9 U.S.C. Sec. 4, compelling the arbitration of its contractual dispute with MSGI in the District of Puerto Rico. SSS simultaneously requested the AAA to stay the arbitration pending the federal court action. ² On March 2, 1988, MSGI filed a counterclaim against SSS and a third party complaint against ASA, seeking an order consolidating the separate arbitrations and directing that the consolidated proceeding be conducted in New York City.

On March 4, 1988, the AAA decided that the hearings relating to the MGSI-SSS arbitration should be conducted in Puerto Rico. See JA 60. On March 15, 1988, SSS returned to federal court and sought either a voluntary dismissal of the lawsuit with prejudice, or a judgment dismissing the lawsuit as moot because SSS had been granted the relief it sought. SSS also sought to dismiss the counterclaim on the grounds that the court lacked the power to order consolidation under the circumstances of the case. On May 31, 1988, a magistrate entered an initial scheduling conference order designating the motions submitted for resolution, and stating that the parties agreed to have the case resolved without trial. JA 38-40. The parties later consented to have the magistrate decide the case, pursuant to 28 U.S.C. Sec. 636(c).

The magistrate issued an opinion on August 8, 1988, 121 F.R.D. 154. He first found that Fed.R.Civ.P. 42(a) and 81(a)(3) gave him the power to order consolidation of arbitration proceedings. JA 154. He then ordered consolidation because the two arbitrations featured a common party and interrelated issues, and because of the possibility of irreparable harm to the common party stemming from conflicting awards in the two proceedings. JA 153.

SSS then filed a Motion to Amend the Order and for Additional Findings of Fact. Among other things, SSS argued that the trial court had not indicated where the consolidated arbitration should take place, despite having noted that "the main issue ... at stake [here] is not the enforcement of an arbitration agreement, but instead ... how and where ... arbitration [should] take place." JA 148. In a Supplemental Order dated August 26, 1988, the magistrate explained that he had "set aside" the AAA's choice of locale for the MSGI-SSS arbitration because of the possibility of irreparable harm to MSGI. JA 160. He had left open the locale of the consolidated arbitration "on purpose." JA 161. "Hearings, discovery and any other proceeding may be heard in Puerto Rico concerning the SSS/MSGI contract while the same is being heard in New York concerning the MSGI/ASA agreement. However, we decided to leave this to the AAA and the parties subject to the agreements and their own convenience." JA 161. SSS and ASA appeal from both the Order and the Supplemental Order. ³ They initially argue that the trial court did not have the power to consolidate separate arbitration proceedings because neither the contracts nor the state law governing the contracts authorized the procedure. Alternatively, even if did have the power to consolidate, they argue that the trial court should not have consolidated these particular arbitration proceedings. SSS also argues that the trial court incorrectly set aside the AAA's determination that the SSS-MSGI arbitration should take place in Puerto Rico.

The first claim presents an issue that we had specifically reserved on a previous occasion. See New England Energy, Inc. v. Keystone Shipping Co., 855 F.2d 1, 3, 5 n. 4 (1st Cir.1988), cert. denied, --- U.S. ----, 109 S.Ct. 1527, 103 L.Ed.2d 832 (1989). We do not need to resolve this issue here, however, because we conclude that even if the trial court had the power to consolidate arbitration proceedings, it should not have exercised that power in this particular instance. Jurisdictions that recognize a court's power to order consolidation use a straightforward two-part framework to review exercises of that power. See, e.g., Keystone, 855 F.2d at 7; Sociedad Anonima de Navegacion Petrolera v. Compania de Petroleos de Chile, S.A., 634 F.Supp. 805 (S.D.N.Y.1986); In the Matter of the Arbitration between Vigo Steamship Corp. and Marship Corp., 1970 A.M.C. 1376 (N.Y.Ct.App.). The threshold issue is whether the two proceedings involve a common party and common issues of fact or law. Keystone, 855 F.2d at 7; Vigo Steamship, 1970 A.M.C. at 1379. Once this determination is made, the trial court has broad discretion in weighing the costs and benefits of consolidation to decide whether that procedure is appropriate. Keystone, 855 F.2d at 7. A motion for consolidation will usually be granted unless the party opposing it can show "demonstrable prejudice." Lavino Shipping Co. v. Santa Cecilia Co., 1972 A.M.C. 2454, 2456 (S.D.N.Y.).

We now apply this framework to the facts of this case. SSS and MSGI argue that the magistrate's finding that the two proceedings involved "interrelated issues," JA 153, is insufficient to satisfy the threshold requirement. They point out that not only does the opinion not identify any...