Background

• In June 2011 Defendants (joint lessors) executed separate oil-and-gas leases with Chesapeake giving Chesapeake the right to drill and pay royalties (1/8 less post-production costs). The leases contained broad arbitration clauses requiring disputes be resolved under AAA rules and making arbitration the exclusive remedy.
• In August 2014 Defendants filed a putative class arbitration against Chesapeake alleging improper post‑production deductions; they sought class relief for West Virginia lessors who had royalty deductions.
• Chesapeake filed a federal declaratory-judgment action asking the court to decide (1) who decides whether class arbitration is available under the leases (court or arbitrator) and (2) that class arbitration is not available. The cross-motions for partial summary judgment addressed only who decides.
• The legal question arises against a shifting Supreme Court and circuit precedent landscape (Bazzle plurality; Stolt‑Nielsen; Oxford Health), with Sixth and Third Circuits holding class‑arbitrability is a judicial gateway question unless parties clearly and unmistakably provide otherwise.
• Chesapeake argued silence plus incorporation of AAA rules does not clearly and unmistakably assign the “who decides” question to an arbitrator; Defendants relied on the broad arbitration clause and AAA incorporation (including AAA Supplementary Rules for Class Arbitrations) to argue arbitrator control.

Issues

Key Cases Cited

• Green Tree Fin. Corp. v. Bazzle, 539 U.S. 444 (2003) (plurality addressing whether arbitrator should decide availability of class arbitration).
• Stolt‑Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662 (2010) (class arbitration fundamentally differs from bilateral arbitration; silence does not imply consent to class arbitration).
• Oxford Health Plans, LLC v. Sutter, 569 U.S. 564 (2013) (parties may assign who decides class arbitrability to arbitrator; Court noted the question remains unresolved when parties do not clearly assign it).
• Reed Elsevier, Inc. v. Crockett, 734 F.3d 594 (6th Cir. 2013) (availability of class arbitration is a gateway question for courts absent clear and unmistakable intent otherwise).
• Opalinski v. Robert Half Int’l, Inc., 761 F.3d 326 (3d Cir. 2014) (same: class arbitrability is a question of arbitrability presumptively for judicial determination).
• Cent. W. Va. Energy, Inc. v. Bayer Cropscience, LP, 645 F.3d 267 (4th Cir. 2011) (discusses differences between bilateral and class arbitration; informs treatise on who decides).
• AT&T Techs., Inc. v. Commc’ns Workers of Am., 475 U.S. 643 (1986) (question of arbitrability presumptively for courts unless parties clearly and unmistakably provide otherwise).
• First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995) (clear-and-unmistakable standard for assigning arbitrability questions to arbitrators).
• Howsam v. Dean Witter Reynolds, Inc., 537 U.S. 79 (2002) (distinguishes gateway questions of arbitrability from procedural questions for arbitrators).