United States District Court, W.D. Missouri, Southern Division
TIANJIN FREE TRADE ZONE YONGXING PARALLEL IMPORTED AUTOMOTIVE TRADING CO., LTD., Plaintiff,
EXECUTIVE COACH BUILDERS, INC., et al., Defendants.
DOUGLAS HARPOOL, UNITED STATES DISTRICT JUDGE.
the Court is Defendants' Motion to Dismiss and Compel
Arbitration. (Doc. 8). Defendants request that the Court
dismiss this action and compel arbitration pursuant to the
Federal Arbitration Act, 9 U.S.C. §§ 1 et
seq and the valid arbitration agreement contained in the
parties' contracts at issue in this matter. Plaintiff has
filed a response arguing that the arbitration agreement
should not be enforced and that only defendant Damin
Investments, LLC executed the documents. Defendants'
Motion is ripe for review.
purposes of analyzing the pending Motion to Compel
Arbitration, the relevant facts taken from Plaintiff's
Verified Complaint are summarized as follows:
entered into an agreement with Defendants to purchase certain
high-end new vehicles from Defendants to be shipped to
Plaintiff in China at Defendants' expense. Plaintiff
states “pursuant to the terms of the Agreement”
Defendants would acquire, sell and transport vehicles to
Plaintiff in China. Defendants formed Damin Investments, LLC
to facilitate export of the vehicles.
states on January 5, 2016, “as the first phase of the
Agreement, ” the parties executed a document entitled
Export Sales Contract, which “confirmed the
Agreement” and provided “specific details
regarding the first shipment of Vehicles Defendants were to
acquire, sell and transport…” Plaintiff attached
the Export Sales Contract to its Verified Complaint. (Doc.
1-2 “Ex. A”). Plaintiff transferred $150, 000.00
to Defendants as a deposit.
about February 23, 2016, “as the second phase of the
Agreement, ” the parties signed a second document
entitled Export Sales Contract, which “again confirmed
the Agreement and provided specific details regarding the
second shipment of vehicles….” Plaintiff
attached the Export Sales Contract to its Verified Complaint.
(Doc. 1-3 “Ex. B”). Plaintiff transferred $180,
000.00 to Defendants as a deposit.
contends that despite the written agreements, and the
transfer of the deposits, Defendants failed and refused to
perform their obligations under the “Agreement.”
Plaintiff brings claims for Breach of Contract; Fraud;
Negligent Misrepresentation; Conversion; and Civil
Conspiracy. Defendants argue, pursuant to the contracts at
issue, Plaintiff's claims should be compelled to
Supreme Court has stated that arbitration is a matter of
contract and a party cannot be required to submit a dispute
to arbitration if he did not agree to submit it.
Int'l Ass'n of Bridge, Structural, Ornamental
& Reinforcing Ironworkers, Shopman's Local 493 v.
EFCO Corp. & Const. Products, 359 F.3d 954, 955-56
(8th Cir. 2004); citing, United Steelworkers v. Warrior
& Gulf Navigation Co., 363 U.S. 574, 582, 80 S.Ct.
1347, 4 L.Ed.2d 1409 (1960). The Court must first determine
whether there is a valid and binding arbitration agreement
between the parties. That issue is a matter of contract. See
Newspaper Guild of St. Louis, Local 36047, TNG-CWA v. St.
Louis Post Dispatch, LLC, 641 F.3d 263, 266 (8th Cir.
2011) (internal citation omitted). When deciding whether to
compel arbitration, the Court must first ask whether a valid
agreement to arbitrate exists between the parties.
Id. The Court “must engage in a limited
inquiry to determine whether a valid agreement to arbitrate
exists between the parties and whether the specific dispute
falls within the scope of that agreement.” Express
Scripts, Inc. v. Aegon Direct Mktg. Servs., Inc., 516
F.3d 695, 699 (8th Cir. 2008) (internal citation omitted).
Arbitration is a matter of contract, and “arbitrators
derive their authority to resolve disputes only because the
parties have agreed” to it. Id. at 700
(internal citation omitted). If an agreement does exist, the
Court can determine whether the dispute falls within the
scope of that agreement. United Steelworkers of Am. v.
Duluth Clinic, Ltd., 413 F.3d 786, 788 (8th
Cir.2005). Further, unless the parties clearly and
unmistakably provide otherwise, the question of whether the
parties agreed to arbitrate is to be decided by the court,
not the arbitrator. AT & T Technologies, Inc. v.
Commc'ns Workers of Am., 475 U.S. 643, 649, 106
S.Ct. 1415, 1418, 89 L.Ed.2d 648 (1986).
argue the terms of the parties' contracts are clear with
regard to the issues of arbitrability. The Export Sales
Contracts state, in part:
In the course of executing this contract, all disputes not
resolved by amicable agreement shall be settled by
Arbitration in Missouri. The Arbitration court in
Missouri's awards shall be final and binding to both
parties. The arbitration fee and other charges shall be borne
by the losing party, unless otherwise agreed.
(Doc. 1-2; 1-3).
opposition to the Motion to Compel argues that the Export
Sales Contracts provide the “specific details regarding
the export and shipment of vehicles” and that these
documents are simply “purchase orders” under the
“Agreement.” Plaintiff contends the Export Sales
Contracts are “merely a device utilized by the parties
to facilitate the export/shipping aspect of the
‘Agreement,' but they are not the