Unison Co., Ltd. v. Juhl Energy Development, Inc., 2015 U.S. App. LEXIS 8610

Juhl Energy Development, Inc. (JEDI), a Minnesota corporation, and Unison Co., Ltd. (Unison), a South Korean turbine manufacturer, executed a Turbine Supply Agreement (TSA) and a Financing Agreement (FA) for two wind turbine generators; TSA effective April 16, 2010, FA effective April 14, 2010.
TSA required Unison to design, manufacture, and sell WTGs to JEDI for $2,574,900; FA provided financing of that same contract amount and cross-referenced the TSA and other Project Documents.
Unison sued JEDI in federal court in Minnesota asserting 17 claims arising from the FA. JEDI moved to compel arbitration based on the TSA's arbitration clause; the district court denied the motion.
The arbitration clause in the TSA covered disputes arising “under or in connection with” the TSA or “any legal relationship associated with or contemplated by” the TSA; the FA contained no arbitration clause but had a jurisdiction clause designating Minnesota courts.
The Eighth Circuit reviewed de novo whether the arbitration clause applied, found the TSA clause broad, and held the FA and TSA are interrelated such that FA disputes fall within the TSA arbitration clause.
The court reversed the district court’s denial and remanded for the district court to decide whether to dismiss or stay the action pending arbitration.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the TSA arbitration clause applies to claims arising under the FA	Unison: FA claims are not covered because FA contains its own forum/jurisdiction clause and no arbitration provision	JEDI: TSA’s broad clause covers disputes connected to or contemplated by the TSA, including the FA	The TSA arbitration clause is broad and covers disputes touching the FA; arbitration compelled
Whether the TSA clause is broad or narrow in scope	Unison: clause is permissive and should be construed narrowly	JEDI: clause language (“under or in connection with” and related legal relationships) is broad	Court: clause is broad; liberal construction favors arbitration
Whether enforcing TSA arbitration clause nullifies FA jurisdiction clause	Unison: enforcing arbitration would render FA jurisdiction provision meaningless	JEDI: clauses address different matters — arbitration vs. court jurisdiction for proceedings/enforcement	Court: no conflict; both can be harmonized; arbitration does not nullify FA jurisdiction clause
Whether the FA constitutes a “legal relationship associated with or contemplated by” the TSA	Unison: FA stands alone and need not be arbitrated	JEDI: cross-references and interdependent obligations make the FA part of the same overall business relationship	Court: FA and TSA are interdependent and cross-referenced; FA disputes fall within TSA’s arbitration scope

Indus. Wire Prods., Inc. v. Costco Wholesale Corp., 576 F.3d 516 (8th Cir. 2009) (standard for reviewing district court denials of motions to compel arbitration)
Lyster v. Ryan’s Family Steak Houses, Inc., 239 F.3d 943 (8th Cir. 2001) (factual findings on arbitrability reviewed for clear error)
AT&T Techs., Inc. v. Commc’ns Workers of Am., 475 U.S. 643 (U.S. 1986) (arbitration is a matter of contract; parties are required to arbitrate only disputes they agreed to submit)
3M Co. v. Amtex Sec., Inc., 542 F.3d 1193 (8th Cir. 2008) (liberal construction of arbitration clauses and test whether factual allegations touch matters covered)
Fleet Tire Serv. of N. Little Rock v. Oliver Rubber Co., 118 F.3d 619 (8th Cir. 1997) (definition of a broad arbitration clause covering disputes arising from or relating to the agreement)
Green v. SuperShuttle Int’l, Inc., 653 F.3d 766 (8th Cir. 2011) (district court’s options to stay or dismiss pending arbitration discussed)
Dakota Gasification Co. v. Natural Gas Pipeline Co. of America, 964 F.2d 732 (8th Cir. 1992) (distinguishable precedent where different parties to related agreements affected arbitrability)