The opinion of the court was delivered by: John W. Sedwick United States District Judge
[Re: Motion at Docket 26] LOADMASTER
At docket 26, defendant Loadmaster Engineering, Inc. ("Loadmaster") moves to compel arbitration. Plaintiff Doyon Drilling, Inc. ("Doyon") opposes the motion at docket 32. Loadmaster's reply is at docket 38. Oral argument was not requested and would not assist the court.
This suit arises out of the parties' contractual relationship. Loadmaster is a Texas corporation that does engineering and design work. Doyon is an Alaska corporation that performs oil and gas drilling. In 2008, Loadmaster and Doyon entered into a Technical Services Agreement by which Loadmaster agreed to provide Doyon with engineering, design, and support services for the construction of an oil rig that was to be operated on Alaska's North Slope. Doyon alleges that Loadmaster was unable to meet the project's aggressive schedule, despite its assurances to the contrary, resulting in delays and "massively increased" costs.*fn1 Doyon also contends that Loadmaster misrepresented its progress and that its work product was deficient. Doyon has asserted claims for negligence, fraud in the inducement, fraudulent misrepresentation, violation of the Alaska Consumer Protection Act, breach of contract, and breach of express warranty. The present motion turns on Article XVIII of the Technical Services Agreement, which is labeled "Governing Law" and sets out various dispute resolution processes.
The Federal Arbitration Act ("FAA") allows a party "aggrieved by the alleged . . . refusal of another to arbitrate under a written agreement for arbitration [to] petition any United States district court . . . for an order directing that such arbitration proceed in the manner provided for in such agreement."*fn2 The FAA "leaves no place for the exercise of discretion by a district court, but instead mandates that district courts shall direct the parties to proceed to arbitration on issues as to which an arbitration agreement has been signed."*fn3 "The court's role under the Act is therefore limited to determining
(1) whether a valid agreement to arbitrate exists and, if it does, (2) whether the agreement encompasses the dispute at issue."*fn4
A. Article XVIII Does Not Constitute an Enforceable Agreement to Arbitrate
The court's limited role under the FAA begins with a determination of whether there is an agreement to arbitrate. This is because "arbitration is a matter of contract and a party cannot be required to submit to arbitration any dispute which he has not agreed so to submit."*fn5 Whether the parties agreed to arbitrate is a matter of basic contract interpretation.*fn6 The FAA states that "[a] written provision in . . . a contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract . . . shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract."*fn7
The question is whether Article XVIII of the Technical Services Agreement constitutes a "written provision . . . to settle by arbitration a controversy."*fn8
Article XVIII of the Technical Services Agreement is labeled "Governing Law" and provides, in ...