Bay Shore Power Company v. Oxbow Energy Solutions LLC, 3:17-cv-01982

Bay Shore and Oxbow entered a long-term Limestone Supply Agreement (LSA) in 1998; disputes over the LSA arose in 2012 and were submitted to arbitration under Section 15.6.
The arbitration panel considered requests for attorneys’ fees but found ambiguous language in the LSA—specifically subsections (b)(iv) and (b)(v)—regarding whether arbitration fees could be awarded.
Subsection (b)(iv) states parties shall bear their own attorneys’ fees at arbitration; subsection (b)(v) states the prevailing party shall be reimbursed for attorneys’ fees.
The arbitration panel concluded it lacked jurisdiction to award attorneys’ fees, awarded Bay Shore $4,868,326.47 plus interest on the merits, and Bay Shore then sought confirmation of the award and arbitration-related attorneys’ fees in federal court.
Parties stipulated payment of the award amount and interest; the only remaining issue was Bay Shore’s claim for arbitration-related attorneys’ fees under the LSA.
The district court held the two fee provisions were irreconcilable, found no meeting of the minds on arbitration fee-shifting, and granted summary judgment to Oxbow (denying Bay Shore’s motion).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the LSA requires Oxbow to reimburse Bay Shore for arbitration-related attorneys’ fees	(Bay Shore) Subsection (b)(v) is a specific provision that shifts attorneys’ fees to the non-prevailing party; (b)(iv) only limits the arbitrator’s power to award fees	(Oxbow) Subsection (b)(iv) plainly states attorneys’ fees "shall be borne by each party individually;" (b)(iv) and (b)(v) conflict and cannot be reconciled, so no contractual fee-shifting for arbitration	The court: provisions are irreconcilable; no meeting of the minds on arbitration fee-shifting; Bay Shore not entitled to arbitration-related attorneys’ fees; D’s SJ granted, P’s denied

Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (establishes summary-judgment standard for genuine dispute)
White v. Baxter Healthcare Corp., 533 F.3d 381 (view evidence in light most favorable to nonmovant on summary judgment)
Rose v. State Farm Fire & Cas. Co., 766 F.3d 532 (summary judgment and drawing reasonable inferences for nonmovant)
Alexander v. Buckeye Pipe Line Co., 374 N.E.2d 146 (Ohio law governs contract interpretation to effect parties’ intent)
Skivolocki v. East Ohio Gas Co., 313 N.E.2d 374 (contractual intent is evidenced by language of the contract)
Kostelnik v. Helper, 770 N.E.2d 58 (meeting of the minds is required to enforce a contract)
Marusa v. Erie Ins. Co., 991 N.E.2d 232 (specific contract provision controls over a general one when provisions conflict)
Garofoli v. Whiskey Island Partners, Ltd., 25 N.E.3d 400 (illustrates specific-versus-general provision analysis)
German Fire Ins. Co. v. Roost, 45 N.E. 1097 (special provision will override general one only when they cannot be harmonized)