Logan & Kanawha Coal Co. v. Detherage Coal Sales, LLC
514 F. App'x 365
| 4th Cir. | 2013Background
- L&K contests a district court order vacating an AAA arbitration award in its favor.
- The Contract referenced L&K’s terms and conditions, including an arbitration clause, via a statement that ‘ALL TERMS & CONDITIONS ON THE FOLLOWING PAGES’ would be part of the contract.
- Two versions of L&K’s terms existed: ‘Standard’ and ‘General,’ neither explicitly identified in the contract’s reference.
- Detherage Coal Sales (DCS) had prior knowledge of L&K’s arbitration clause through other dealings and received the terms on multiple occasions.
- The contract had partial performance delays; L&K sought arbitration alleging breach and damages; the AAA panel found arbitrable and issued an award for L&K (~$2.7 million).
- The district court vacated the award on arbitrability grounds; the Fourth Circuit reversed and remanded to confirm the award.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the arbitration clause was incorporated by reference | L&K: contract clearly references a second document (terms and conditions) | DCS: no clear identification of which terms applies; no following pages | Incorporation by reference satisfied; arbitration clause binding |
| If incorporated, whether the award should be affirmed or vacated | Arbitrability valid; panel correctly held arbitrable | District court should vacate if arbitrability unresolved | Arbitration panel’s award affirmed on remand; district court reversal proper; remand to confirm |
Key Cases Cited
- Standard Bent Glass Corp. v. Glassrobots Oy, 333 F.3d 440 (3d Cir. 2003) (proper incorporation by reference when terms are ascertainable and no surprise)
- Stedor Enters., Ltd. v. Armatex, Inc., 947 F.2d 727 (4th Cir. 1991) (course of dealing can show incorporation of terms)
- Phoenix Savings and Loan, Inc. v. Aetna Cas. & Sur. Co., 381 F.2d 245 (4th Cir. 1967) (knowledge of corporate officer may be imputed to corporation where appropriate)
- Art’s Flower Shop, Inc. v. Chesapeake & Potomac Tel. Co. of W. Va., Inc., 413 S.E.2d 670 (W. Va. 1991) (separate writings may be incorporated by reference)
- Talkington v. Atria Reclamelucifers Fabrieken BV, 152 F.3d 254 (4th Cir. 1998) (inquiry into incorporation by reference balancing policy)
- Nat’l Ass’n of Broad. Emps. & Technicians v. Am. Broad. Co., 140 F.3d 459 (2d Cir. 1998) (argues arbitrability can be decided post-award)