RW Development, L.L.C. v. Cunningham Group Architecture, P.A.
562 F. App'x 224
5th Cir.2014Background
- RW Development and CGA entered 2008 Letter Agreement for architectural services for a casino resort.
- 2010 CGA arbitration sought payment under the Letter Agreement.
- Letter Agreement incorporates AIA B151 and CIAR; CIAR allows arbitrator to rule on arbitrability.
- District Court held the parties agreed to arbitrate arbitrability and dismissed the case; arbitrator later ruled on arbitrability and liability.
- RW Development argues CIAR is too attenuated, AIA applies only to services not payments, and no clear agreement to arbitrate arbitrability; appellate review is de novo.
- No party sought a stay of arbitration pending appeal; the appellate panel reviews the district court’s order de novo.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether CIAR binding for arbitrability | RW Devco contends CIAR is too attenuated to bind arbitrability | CGA argues CIAR is binding and governs arbitrability | Yes; CIAR adoption is sufficiently integrated to require arbitrator to decide arbitrability |
| Whether AIA applies to arbitrability and payment disputes | RW Devco claims AIA covers services only, not payments | CGA relies on CIAR and AIA incorporation to support arbitrability | AIA adoption supports arbitrability under CIAR; arbitrator may determine scope |
| Whether the Letter Agreement clearly and unmistakably shows consent to arbitrate arbitrability | RW Devco argues no express mention of arbitration in Letter; ambiguity | Letter adopts AIA rules via Article 7 and absolute reference; clearly and unmistakably agreed | Express adoption of AAA Rules through AIA constitutes clear and unmistakable agreement to arbitrate arbitrability |
Key Cases Cited
- Howsam v. Dean Witter Reynolds, Inc., 537 U.S. 79 (2002) (arbitrability determined by court unless parties clearly provide otherwise)
- AT&T Technologies, Inc. v. Communications Workers, 475 U.S. 643 (1986) (arbitrability framework for compel arbitration)
- Petrofac, Inc. v. DynMcDermott Petroleum Operations Co., 687 F.3d 671 (5th Cir. 2012) (express adoption of AAA Rules indicates agreement to arbitrate arbitrability)
- Weingarten Realty Investors v. Miller, 661 F.3d 901 (5th Cir. 2011) (court may decide arbitrability while merits are decided elsewhere)
- In re Holtorf's Estate, 224 Minn. 220 (Minn. 1947) (referenced incorporation of referenced instrument as part of contract)
- Current Tech. Concepts, Inc. v. Irie Enters., Inc., 530 N.W.2d 539 (Minn. 1995) (contract language construed for plain meaning; ambiguity construed against drafter)
- In re Goff, 812 F.2d 931 (5th Cir. 1987) (you cannot raise issue for first time on appeal under new theory)