Quam Construction Co., Inc., a Minnesota corporation, Plaintiff - Appellant
City of Redfield, a South Dakota municipality, Defendant - Appellee
Submitted September 23, 2014
Appeal from United States District Court for the District of South Dakota - Aberdeen.
For Quam Construction Co., Inc., a Minnesota corporation, Plaintiff - Appellant: Sander J. Morehead, Woods & Fuller, Sioux Falls, SD; Thomas James Vollbrecht, Fabyanske & Westra, Minneapolis, MN.
For City of Redfield, a South Dakota municipality, Defendant - Appellee: Paul J. Gillette, Gillette & Battey, Redfield, SD; Michael John Schaffer, Schaffer Law Office, Sioux Falls, SD.
Before RILEY, Chief Judge, LOKEN and KELLY, Circuit Judges.
KELLY, Circuit Judge.
Quam Construction Co., Inc. (Quam) appeals from the district court's order denying its motion to compel arbitration for contract disputes between Quam and the City of Redfield, South Dakota (the City). Because the parties' contract does not mandate arbitration, we affirm the judgment.
The City and Quam entered into a construction contract that included, among other things, the installation of pipes at the job site. After issues arose regarding the subsurface ground conditions where the pipes were to be installed, the parties disagreed about Quam's obligations under the contract. The parties attempted mediation in accordance with their contract. Mediation failed, and Quam served the City with a demand for arbitration. The City refused to arbitrate. Quam then petitioned the district court to compel arbitration under 9 U.S.C. § 4 and moved to compel the City to arbitrate. The district court denied Quam's motion, and Quam appealed. This court has jurisdiction on appeal under 9 U.S.C. § 16(a)(1)(B) and 28 U.S.C. § 1294(1).
" We review de novo the district court's denial of a motion to compel arbitration based on contract interpretation." Indus. Wire Prods., Inc. v. Costco Wholesale Corp., 576 F.3d 516, 520 (8th Cir. 2009) (quotation omitted). " If the district court's order concerning arbitrability is based on factual findings, we review such findings for clear error." Lyster v. Ryan's Family Steak Houses, Inc., 239 F.3d 943, 945 (8th Cir. 2001). " A dispute must be submitted to arbitration if there is a valid agreement to arbitrate and the dispute falls within the scope of that agreement." Id. The issue in this case lies with the first step -- determining whether there is a valid agreement mandating arbitration if a dispute arises that cannot otherwise be resolved.
" [A]rbitration 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." AT& T Techs., Inc. v. Commc'ns Workers of Am., 475 U.S. 643, 648, 106 S.Ct. 1415, 89 L.Ed.2d 648 (1986) (quotation omitted). " 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." Id. at 649. " State contract law governs whether an arbitration agreement is valid." Lyster, 239 F.3d at 946. Under South Dakota law, " [a] contract is to be examined as a whole and all provisions read together ...