United States District Court, E.D. Missouri, Eastern Division
INFINITY FULFILLMENT GROUP, LLC, GFA DECORATIVE TRADE SERVICES, INC., and STEPHEN C. HANNIGAN, Movants,
CENVEO CORPORATION and MICHAEL R. DENNY, Respondents.
MEMORANDUM AND ORDER
STEPHEN N. LIMBAUGH, Jr., District Judge.
This matter is before the Court on respondents' memorandum in opposition to movants' motion to modify or vacate arbitration award and cross-motion for an order confirming the award. Respondents seek denial of the motion for failure to timely file and serve the motion as required by the Federal Arbitration Act, 9 U.S.C. § 2, and request an order confirming the award. The matter has been fully briefed and is ripe for disposition. For the following reasons, the Court will deny the motion to modify or vacate the arbitration award and grant the motion to confirm the award.
Movant Infinity Fulfillment Group, LLC (IFG) is a limited liability company whose sole member is GFA Decorative Trade Services, Inc., a Missouri corporation with its principal place of business in Missouri. Movant Stephen Hannigan, President of GFA, is a Missouri resident. Respondent Cenveo Corporation is a Delaware corporation with its principal place of business in Connecticut. Respondent Michael Denny, who was the General Manager of Cenveo's Eureka, Missouri facility, was domiciled in Missouri during the arbitration proceedings but at the time this action was filed he was domiciled in Florida. Denny retired and moved to Florida in January 2014.
On December 30, 2010, Cenveo and IFG executed three interdependent agreements including an Asset Purchase Agreement, Supply Agreement, and Sublease Agreement (the Agreements). Cenveo is a printing and bindery company. IFG is a paper bindery company, whose only customer was Cenveo. Pursuant to the Agreements, IFG purchased bindery equipment from Cenveo, IFG subleased the bindery area space at Cenveo's Eureka, Missouri facility, and Cenveo was to order a minimum quantity of bindery services from IFG. The Agreements contained mandatory arbitration clauses governing disputes between the parties.
On August 31, 2012, Cenveo initiated arbitration proceedings against movants regarding a contract dispute under the Agreements. Cenveo claimed a breach of contract under the Supply and Sublease Agreements. IFG and GFA counterclaimed for breach of contract and rescission on the Agreements. The arbitration hearing was held over a period of seven days before an American Arbitration Association panel. On January 6, 2014, the panel issued their Award of Arbitrators in favor of Cenveo for a net sum of $422, 030 from IFG and $104, 162 from GFA. The Award was e-mailed to the parties the same day. On April 7, 2014, movants filed their motion to modify or, in the alternative, vacate the arbitration award pursuant to section 435.425 RSMo in the Circuit Court of St. Louis County. Cenveo was served with the motion on May 13, 2014. Following service of the motion, Cenveo timely filed its notice of removal in this Court on May 23, 2014, based on diversity jurisdiction. On the same date, respondents filed their memorandum in opposition to the motion to modify or vacate arbitration award and cross-motion for an order confirming the award.
II. Motion to Strike
As a preliminary matter, the Court will address movants' motion to strike or, in the alternative, notice of objection to respondents' reply memorandum. Movants argue that, as part of the reply memorandum, respondents have filed an affidavit and exhibits that offer evidence beyond the scope of the prior briefing in an attempt to expand their allegations and evidence after the time for doing so has expired.
"District courts enjoy broad discretion in enforcing their rules, but striking a party's pleadings is an extreme measure and... [m]otions to strike... are viewed with disfavor and are infrequently granted.'" Anzaldua v. Northeast Ambulance and Fire Protection Dist., 4:13CV1257 ERW, 2014 WL 466228, at *3 (E.D. Mo. Feb. 5, 2014) (citing and quoting Stanbury Law Firm, P.S. v. I.R.S., 221 F.3d 1059, 1063 (8th Cir. 2000)). "A court may strike from a pleading an insufficient defense or any redundant, immaterial, impertinent or scandalous matter.'" Id. (quoting Fed.R.Civ.P. 12(f)). "As is apparent from the language of Rule 12(f), a motion to strike may only be directed to material contained in a pleading.'" Id. (citing Rule 12(f)); see also Coleman v. City of Pagedale, 2008 WL 161897 at *4 (E.D. Mo. Jan. 15, 2008). "Pleadings are defined as: 1) a complaint; 2) an answer to a complaint; 3) an answer to a counterclaim designated as a counterclaim; 4) an answer to a cross claim; 5) a third-party complaint; 6) an answer to a third-party complaint; and 7) if the court orders one, a reply to an answer." Id. (citing Fed.R.Civ.P. 7(a)).
"Motions, briefs, memoranda, objections, or affidavits may not be the subject of a motion to strike." Coleman v. City of Pagedale , 4:06CV1376 ERW, 2008 WL 161897, at *4 (E.D. Mo. Jan. 15, 2008) (citing Williams ex rel. McIntosh v. City of Beverly Hills, Mo, 4:07CV661 CAS, 2007 WL 2792490, at *2 (E.D. Mo. Sept. 24, 2007) ("motion to remand is not a pleading, and therefore may not be subject to a motion to strike")); see also Anzaldua, at *4 ("neither a memorandum nor an affidavit is a pleading'"); 2 James W. Moore, et al., Moore's Federal Practice § 12.37. Because the motion is not directed to a pleading, the Court will not consider it as a motion to strike. Stockdale v. Stockdale, 4:08CV1773 CAS, 2010 WL 1329593, at *1 (E.D. Mo. Apr. 6, 2010).
In the alternative, movants object to respondents' supporting documentation appended to their reply memorandum and ask this Court to disregard the evidence. Movants argue that they have been deprived of an opportunity to respond but did not seek leave to file a sur-reply to address any new facts or evidence offered with the reply memorandum. The reply memorandum and supporting documentation was a direct response to movants' briefing on the issues. Movants have not cited any relevant authority that would preclude the supporting documentation or require the Court to disregard it. The Court will deny the objection.
Movants filed their motion to modify or vacate the arbitration award pursuant to the Missouri Arbitration Act, section 435.425 RSMo. Movants argue that the Court is required to apply Missouri rather than federal law and that under the Missouri Act, the motion was timely filed. Respondents contend the motion is governed by the Federal Arbitration Act and that movants did not timely challenge the award because they failed to serve respondents with notice of their motion within three months after the award was mailed. As a result, respondents argue that under the Federal Arbitration Act the motion must be denied and the award must be confirmed.
The Court must decide whether the provisions of the Federal Arbitration Act or the Missouri Arbitration Act apply in this case. "The Federal Arbitration Act is a body of federal substantive law of arbitrability, applicable to any arbitration agreement within the coverage of the Act." Sanders-Midwest, Inc. v. Midwest Pipe Fabricators, Inc., 857 F.2d 1235, 1237 (8th Cir. 1983) (internal quotation marks and citations omitted). "This substantive law controls in either state or federal court." Id. (citations omitted). The Missouri Supreme Court recognizes the principle that when the Federal Arbitration Act applies to a dispute, it "is obliged to apply federal law, and may not apply state ...