{1} In this case we determine the scope of an arbitration clause contained in a 1998 settlement agreement between Plaintiffs, a class of carbon dioxide royalty owners, and Defendant, Kinder Morgan C02 Company, L.P., a working interest owner. Kinder Morgan appeals a district court order denying its motion to compel arbitration. We entertain this appeal pursuant to NMSA 1978, § 44-7-19(A)(1) (1971) (repealed 2001) (current version at NMSA 1978, § 44-7A-29(a)(l) (2001)), and we affirm.
BACKGROUND
{2} Plaintiffs own royalties in the Bravo Dome Carbon Dioxide Unit, a carbon dioxide producing unit in northeastern New Mexico, based on their fee ownership of the land. Carbon dioxide is transported by Kinder Morgan from the Unit to oil fields, where it is used to aid in the production of oil. Kinder Morgan uses some of the carbon dioxide it produces at the Unit in its own oil operations and sells the rest to other oil companies. It pays royalties to Plaintiffs based on the sales for the carbon dioxide it produces at the Unit.
{3} In 1995, Plaintiffs filed a lawsuit against the Unit’s carbon dioxide producers, including Shell Western E & P Inc. and Shell C02 Company, Kinder Morgan’s predecessors-in-interest, for royalties they claimed had been underpaid. Plaintiffs and Shell settled the lawsuit in 1998. Plaintiffs filed this lawsuit against Kinder Morgan in August 2004, claiming violations of the Unfair Practices Act, constructive fraud, breach of the settlement agreement, breach of the implied covenant of good faith, breach of a covenant to market, and unjust enrichment, and requesting an accounting, injunctive relief, compensatory and punitive damages, interest, and attorney fees and costs. In its answer and a subsequent motion to compel arbitration, Kinder Morgan argued that each of these claims was subject to an arbitration clause contained in the 1998 settlement agreement. The parties agree that the arbitration clause is valid, but dispute its proper scope.
{4} The 1998 settlement agreement contained numerous provisions governing the method by which future royalties would be calculated. It provided that Shell would pay royalties based on “the volume weighted average of the prices for [its] sales or other dispositions of Unit C02 that [it] separately dispose[s] of or take[s] in kind.” This volume weighted average would be calculated “utilizing a net-back methodology to adjust [Shell’s] prices for sales or other dispositions occurring downstream of the Unit Tailgate, and utilizing the prices or values established in [its] Qualified Contracts ..., [its] transportation charges established as Qualified Other Transportation Charges ..., and [its] Approved Mainline Deductions.” The settlement agreement further provided that other methodology might be used:
Nothing herein is intended to suggest that other benchmarks that may be utilized in the future to determine royalty settlement values that are not characterized as qualified or approved herein, or that future royalty payments resulting from the use of such benchmarks, are improper. [Shell], on the one hand, and Plaintiffs and members of the Class, on the other, intend, only, to omit any agreement concerning whether or not such future benchmarks, and resulting future royalty payments, are or are not proper.
{5} The arbitration clause in the settlement agreement applies to disputes involving non-qualified contracts and non-qualified transportation charges. “Non-qualified” contracts and charges, as defined by the settlement agreement, are new contracts or arrangements not pre-approved by the royalty owners. The arbitration clause states:
Any claims asserted by Plaintiffs or members of the Class against ... Shell regarding (a) the price or value under Non-Qualified Contracts ... utilized by ... Shell in establishing royalty settlement values for purposes of payment to their Respective Owners and, (b) regarding Non-Qualified Other Transportation Charges ... utilized by ... Shell in establishing royalty settlement values for purposes of payment to their Respective Owners, shall be submitted to and decided by binding arbitration____This provision concerning arbitration applies only to the claims identified in this paragraph ... and shall, in no event, apply to any future claims for breach of this Agreement.
{6} Kinder Morgan filed a motion to compel arbitration on each issue in this case. At a hearing on February 24, 2005, the district court ruled that the claims alleged involved breach of contract and were therefore not subject to the arbitration clause. It entered an order denying Kinder Morgan’s motion in March 2005.
ARGUMENTS ON APPEAL
{7} Kinder Morgan argues that the district court erred in denying its motion to compel arbitration. Because Plaintiffs contend that Kinder Morgan modified the parties’ agreed-on methodology for calculating future royalties, by using non-qualified contracts in the royalty calculations and by failing to disclose that use to Plaintiffs, Kinder Morgan argues that underlying Plaintiffs’ claims is the contention that the price of non-qualified contracts was improper. Thus, according to Kinder Morgan, all of Plaintiffs’ claims are subject to arbitration. Although the complaint is largely couched in terms of breach of contract, it also contains language that Kinder Morgan argues shows that the claims fall within the scope of the arbitration clause, such as the following:
10____ The defendant has engaged in across the board methods of fabricating prices and fixing self serving false values for the Unit C02----
25.... Small quantities of the C02 from the Unit are some times [sic] the subject of pretextual “bid” arrangements resulting in a sales contract reciting a “price” per Mcf of C02 delivered at a Permian Basin oil field. Some Unit working interest owners have cited such “prices” as a basis for valuing C02 produced at the Unit....
43. Kinder-Morgan has for the material time uniformally [sic] set “prices” that are not formed by true market forces, are grossly less than the value relative to the oil and other hydrocarbons that but for the C02 would not be recovered and are fixed by the defendant to serve its objectives of (a) reducing expense and (b) maximizing its profit____
Kinder Morgan correctly notes that ambiguity in arbitration clauses should be resolved to favor arbitration. E.g., DeArmond v. Halliburton Energy Servs., Inc.,
{8} Plaintiffs argue that in order to invoke the arbitration clause, Kinder Morgan must give prior notice of its intention to use non-qualified contracts in its royalty calculation. Their contention is that once notice had been given, and royalty owners had objected, Kinder Morgan could then have invoked the arbitration clause. Plaintiffs also argue that the use of non-qualified contracts in calculating royalty payments is in itself a breach of the settlement agreement that would fit within the explicit exception to the arbitration clause for claims for breach of the settlement agreement. Thus, they argue, none of their claims is subject to arbitration. Finally, Plaintiffs note that the arbitration clause is narrow and should not be bound by the general policy in favor of arbitrability. See, e.g., New York v. Oneida Indian Nation of N.Y.,
STANDARD OF REVIEW
{9} We review de novo the district court’s denial of Kinder Morgan’s arbitration demand. Piano v. Premier Distrib. Co.,
{10} We first address the parties’ claims and note that both seem to have taken somewhat unreasonable positions. On the one hand, Kinder Morgan’s position would require arbitration of all claims that involve non-qualified contracts or transportation charges. Its interpretation of the arbitration agreement would leave essentially no viable claims that would not be subject to arbitration, despite the fact that the arbitration clause is narrow and explicitly excludes claims for breach of the settlement agreement. On the other hand, Plaintiffs’ position allows arbitration only when Kinder Morgan has followed specific procedures that do not appear within the settlement agreement. We will not read language into a contract that is not there, but neither will we construe any clause so as to render it meaningless. See Pub. Serv. Co. of N.M. v. Diamond D Constr. Co.,
{11} The parties agree that we ought not look beyond the language of the complaint to determine whether Plaintiffs’ claims are subject to arbitration. However, both parties present arguments on appeal that are based on statements made subsequent to the filing of the complaint. We reach the same conclusion regardless of whether we consider these statements.
{12} Despite Kinder Morgan’s suggestion that the claim for breach of the settlement agreement is not legitimate, we will not consider the validity of claims stated.
[I]n deciding whether the parties have agreed to submit a particular grievance to arbitration, a court is not to rule on the potential merits of the underlying claims. Whether “arguable” or not, indeed even if it appears to the court to be frivolous, the ... claim ... is to be decided, not by the court asked to order arbitration, but as the parties have agreed, by the arbitrator. “The courts, therefore, have no business weighing the merits of the grievance, considering whether there is equity in a particular claim, or determining whether there is particular language in the written instrument which will support the claim. The agreement is to submit all grievances to arbitration, not merely those which the court will deem meritorious.”
AT & T Techs., Inc. v. Commc’ns Workers of Am.,
{13} Both the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (2000), and the New Mexico Uniform Arbitration Act, NMSA 1978, §§ 44-7-1 to -22 (1971) (repealed 2001) (current version at NMSA 1978, §§ 44-7A-1 to -32 (2001)), express a strong presumption in favor of arbitrability. See, e.g., McMillan v. Allstate Indem. Co.,
{14} Under the arbitration clause in this case, the parties agreed to submit to arbitration only those claims regarding the prices of non-qualified contracts and transportation charges. Language in the settlement agreement emphasizes the narrow scope of the arbitration clause: “This provision concerning arbitration applies only to the claims identified in this paragraph.... ” It also provides an explicit exception for “any future claims for breach of this Agreement.” “Courts must interpret the provisions of an arbitration agreement according to the rules of contract law and apply the plain meaning of the contract language in order to give effect to the parties’ agreement.” McMillan,
EXCEPTION FOR BREACH OF THE SETTLEMENT AGREEMENT
{15} Ordinarily we look to the facts alleged in a complaint to determine whether claims are subject to arbitration. See Genesco, Inc. v. T. Kakiuchi & Co.,
{16} Plaintiffs’ first claim alleges violation of New Mexico’s Unfair Practices Act. NMSA 1978, §§ 57-12-1 to -24 (1967, as amended through 2005). In order to state a claim for unconscionable trade practices, a plaintiff may allege that the defendant took advantage of the plaintiffs “lack of knowledge ... to a grossly unfair degree” to the plaintiffs detriment, or that action of the defendant “result[ed] in a gross disparity between the value received by [the plaintiff] and the price paid.” Section 57-12-2(E). Plaintiffs’ complaint alleges that Kinder Morgan “has taken advantage of the lack of knowledge of the plaintiffs to a grossly unfair degree and paid the Royalty Interests in an amount grossly less than the proper and real value.” Plaintiffs must also allege that this practice occurred “in connection with the sale, lease, rental or loan, or in connection with the offering for sale, lease, rental or loan, of any goods or services.” Id. As we have noted, the entire complaint arises from the lease and sale of carbon dioxide. Violation of the Act is not a breach of contract, as evidenced by Section 57-12-10(D), which provides for relief “in addition to remedies otherwise available.” This claim does not, therefore, fit within the explicit exclusion for claims of breach of the settlement agreement.
that a representation was made as a statement of fact which was untrue and known to be untrue by the party making it, or else recklessly made; that it was made with intent to deceive and for the purpose of inducing the other party to act upon it; and that the other party did in fact rely on it and was induced thereby to act to his injury or damage.
Sauter v. St. Michael’s Coll.,
{18} The complaint alleges “breach of contract and of the covenant of good faith and fair dealing” as its third claim. We turn to the facts alleged to determine whether this claim is actually for breach of the settlement agreement, and conclude that it is. The claim of breach of good faith and fair dealing sounds in contract, at least when no “special relationship” such as that between an insured and insurer exists. Bourgeous v. Horizon Healthcare Corp.,
{19} Plaintiffs’ fourth claim is for breach of an implied covenant to market. Implied covenants are enforced by courts when “it is clear ... from the relevant parts of the contract taken together and considered with the facts and circumstances surrounding the execution of the agreement, that the obligation in question was within the contemplation of the parties or was necessary to effect their intention.” Cont’l Potash, Inc.,
{20} The fifth claim in Plaintiffs’ complaint requests an accounting, an injunction, and damages for unjust enrichment. An accounting and an injunction are remedies only and do not constitute independent claims for the purpose of this analysis. Unjust enrichment, however, is a theory under which an aggrieved party may recover from another party who has profited at the expense of the aggrieved party. Ontiveros Insulation
SCOPE OF THE ARBITRATION CLAUSE
{21} Because we conclude that Plaintiffs’ claims for violation of the Unfair Practices Act, fraud, and unjust enrichment do not fit within the settlement agreement’s exception to its arbitration clause, we must determine whether they are claims “regarding (a) the price or value under Non-Qualified Contracts ... [or] (b) regarding Non-Qualified Other Transportation Charges.” As we have noted, the arbitration provision in this case is narrow because it only applies to claims regarding non-qualified contract prices and transportation charges and “shall, in no event, .apply to any future claims for breach of this Agreement.” Because the clause is narrow, our usual presumption in favor of arbitration will not resolve the issue. Cf. Heye,
{22} First, we examine Plaintiffs’ claim for violation of the Unfair Practices Act. The complaint alleges several facts relevant to this claim. Plaintiffs allege that Kinder Morgan “made false or misleading statements” and that those statements misled Plaintiffs as to “the value of Unit C02.” Plaintiffs further allege that Kinder Morgan paid them “an amount grossly less than the proper and real value.” Kinder Morgan has argued that this claim is about prices under non-qualified contracts. It is true that one way Kinder Morgan could have paid Plaintiffs “less than the proper and real value” is by using the calculation method provided by the settlement agreement, but including improperly valued non-qualified contracts in the average. Plaintiffs do allege, for example, that Kinder Morgan engaged in “pretextual ‘bid’ arrangements” that reduced the price paid under non-qualified contracts. However, Plaintiffs’ allegations are very general. They indicate that the royalties they were paid were too low, but that they have limited information, including “a supposed per well production volume.” This reference may indicate that Plaintiffs intend to prove that Kinder Morgan paid royalties that were too low not because it was using improperly valued non-qualified contracts, but rather, for example, because it deceived Plaintiffs about the amount of carbon dioxide produced. Plaintiffs’ complaint simply does not make clear the facts they intend to prove at trial. We note that Plaintiffs’ later statements also do not make clear the facts Plaintiffs intend to prove.
{23} Plaintiffs’ second claim, for fraud, is likewise framed in general terms.
{24} Finally, we examine Plaintiffs’ claim for unjust enrichment. The complaint alleges that Kinder Morgan has been enriched by virtue of “devices and payment methods which have and do deprive plaintiffs and the class members of their proper ... entitlement.” Once again, Plaintiffs do not appear to be relying on the prices under non-qualified contracts. Instead, they seem to dispute the method as a whole by which Kinder Morgan calculated royalty payments. It may be that Plaintiffs can prove at trial that Kinder Morgan’s payments were improper notwithstanding that the prices under non-qualified contracts were adequate. However, we agree with Kinder Morgan that Plaintiffs may indeed be challenging the prices under non-qualified contracts. It is simply not clear.
{25} Having concluded that nothing in the complaint clearly states whether the claims for violation of the Unfair Practices Act, fraud, and unjust enrichment are based on a dispute over non-qualified contract or transportation prices, we must now determine whether the district court erred by not sending these claims to arbitration. Applying principles of contract interpretation, we conclude that it would be inappropriate to compel arbitration when we have not been able to determine that Plaintiffs raised any claims covered by the arbitration clause. See AT & T Techs., Inc.,
CONCLUSION
{26} We emphasize that our decision is based on the lack of clarity in Plaintiffs’ complaint and subsequent statements rather than on any perceived ambiguity in the arbitration agreement itself. We attempt to give effect to the intent of the parties as expressed in their agreement, but the structure of the arbitration clause necessitates careful consideration of the manner in which Plaintiffs structured their complaint. See Cont’l Potash, Inc.,
{27} IT IS SO ORDERED.