Bangor Savings Bank v. Darling Consulting Group

Summary

The United States District Court for the District of Maine denies Darling Consulting Group’s motion to compel arbitration under the Federal Arbitration Act. The court concludes that the arbitration provision in the parties’ 2020 Master Services Agreement applies only to credit stress testing services covered by the attached fee schedule, not to preexisting asset-liability management services governed by separate engagement letters. Because the claims concern the ALM services and the governing agreement did not include an applicable arbitration provision, the court denies the motion.

Holdings

1. The court, not the arbitrator, must decide which contract governs when one contract delegates arbitrability disputes to arbitration and another contract either expressly or implicitly commits those disputes to the courts.
2. The MSA's arbitration clause did not apply to Bangor Savings' claims concerning the ALM services because the MSA and attached Fee Schedule were limited to the separate Credit Stress Testing services and did not incorporate the preexisting ALM engagement letters.

Questions Presented

1. Whether the 2020 Master Services Agreement and its arbitration provision governed Bangor Savings' claims arising from the preexisting ALM-services engagement letters.
2. Whether the court or an arbitrator should decide whether the arbitration provision applied to the ALM dispute.
3. Whether Darling established the existence of a valid and enforceable agreement requiring arbitration of the claims.

Disposition

writ_denied