Aquarion AG v. Peakview Partners, LLC

Summary

The United States District Court for the District of Colorado granted in part Aquarion AG’s motion to dismiss Peakview Partners, LLC’s counterclaims. The court held that it, rather than an arbitrator, must decide whether Aquarion, a nonsignatory alleged to be a successor-in-interest to the original contracting party, is bound by the arbitration agreement and whether the parties agreed to arbitrate arbitrability. The court dismissed Peakview’s first counterclaim seeking a declaration that an arbitrator must decide arbitrability and reserved judgment on the remaining counterclaims and motion arguments.

Holdings

1. The court, not an arbitrator, must decide whether Aquarion is bound by the arbitration agreement because Aquarion was not a signatory and the existence of an arbitration agreement between Aquarion and Peakview was disputed.
2. The agreement did not provide clear and unmistakable evidence that the parties agreed to arbitrate arbitrability; therefore, the court could not delegate the threshold issue to an arbitrator.
3. Peakview's first counterclaim was dismissed as a matter of law because the court, rather than an arbitrator, must decide the threshold arbitrability issue.

Questions Presented

1. Whether the court or an arbitrator must decide whether a nonsignatory successor-in-interest is bound by an arbitration agreement.
2. Whether the arbitration agreement contained clear and unmistakable evidence that the parties agreed to arbitrate the gateway issue of arbitrability.
3. Whether Peakview's first counterclaim seeking a declaration that an arbitrator must decide arbitrability stated a legally viable claim.

Disposition

other