HOLLOWAY, Circuit Judge.
Some time ago, this lawsuit began in Utah state court. Since then, the litigation has not so much developed as it has metastasized: parties have proliferated, claims have collided, and issues have become intimately entangled. Eventually, one of the frustrated suitors looked to the federal courts for relief, asking for a stay of all state-court proceedings and an order compelling arbitration of the state-court claims. The federal district court declined to do so, dismissed the case, and awarded attorney's fees to the prevailing party.
This appeal asks whether the federal district court correctly determined that, simply put, the federal court should stay out of the still-unfolding state-court controversy.
Summit County, Utah is a place of rugged, mountainous beauty. As such, it is ripe for development for tourism and recreational pursuits. This is not without its problems. In the early 1990s, Wolf Mountain Resorts, L.C. began acquiring land around Park City, Utah with the aim of creating an all-season, "world class" resort destination.
Wolf Mountain also enlisted ASC Utah, Inc. to help in realizing its vision. In 1997, Wolf Mountain leased its property interest in the resort to ASC Utah under a 200-year "Ground Lease." In effect, ASC Utah would undertake the development and operation of the planned resort, which was to include a ski area, golf course, condominiums, and assorted tourist accommodations. In 1998, the lease agreement between Wolf Mountain and Osguthorpe was also amended to allow ASC Utah to conduct ski-resort operations on the Osguthorpe lands.
The following year, ASC Utah, Wolf Mountain, Osguthorpe, and Summit County (along with numerous other parties not involved in this case) memorialized their development plans in a document entitled "Amended and Restated Development Agreement for the Canyons Specially Planned Area, Snyderville Basin, Summit County, Utah." The Development Agreement called for the construction of an eighteen-hole golf course, for which Summit County property owners — including Osguthorpe — agreed to grant the tracts of land necessary for the golf course's completion. The parties further agreed to give high priority to the golf course's development. The Development Agreement contained an arbitration provision, and it also permitted Summit County to declare the parties to be in default if certain conditions were not timely met.
Soon enough, things began to sour between ASC Utah and Wolf Mountain. The proposed golf-course development stalled, and in May of 2006 Summit County declared Wolf Mountain to have defaulted under the Development Agreement. Litigation rapidly ensued. In June of 2006, ASC Utah sued Wolf Mountain for various alleged breaches of the Ground Lease and Development Agreement. The lawsuit was brought in Summit County, Utah, district court, which sits in Utah's Third Judicial District. Wolf Mountain promptly countersued, and the state district court consolidated the ASC Utah and Wolf Mountain suits. At around the same time — in August of 2006 — Osguthorpe brought a state-court action against Wolf Mountain, alleging breaches of their 1996 lease agreement. Osguthorpe initially filed its suit in Salt Lake County, but the Salt Lake County district court transferred the case to the neighboring Summit County court, where Osguthorpe also brought a separate action against ASC Utah in 2007. Over Osguthorpe's protests, the Summit County district court consolidated Osguthorpe's suits into the extant ASC Utah-Wolf Mountain litigation in August of 2008.
The next year saw two significant new developments in the ongoing litigation. First, Wolf Mountain sought the court's leave to add new parties to the suit. Upon the denial of its request, Wolf Mountain filed a demand for arbitration under the Development Agreement, along with a motion to compel arbitration. Although the litigation had proceeded in Summit County district court for the previous three years, this marked the first time that any party had invoked a purported right to arbitrate
The Summit County district court denied Wolf Mountain's motion to compel arbitration, and Wolf Mountain appealed. In a published opinion, the Utah Supreme Court upheld the state trial court's decision, holding that Wolf Mountain had waived its right to arbitrate by actively and substantially participating in the litigation for years before ever asserting a contractual right of arbitration. See ASC Utah, Inc. v. Wolf Mountain Resorts, L.C., 245 P.3d 184, 194 (Utah 2010) ("Wolf Mountain clearly had the intent to pursue matters through litigation rather than to seek arbitration."). While acknowledging the importance of the contractual right of arbitration, the Utah Supreme Court explained that
Id. at 197.
Also in 2009, Summit County declared that Osguthorpe had defaulted under the Development Agreement by failing to set aside the portion of its property needed for building the golf course. Because the issuance of the default notice gave rise to additional claims and defenses under the Development Agreement that had not previously been available to Osguthorpe, the Summit County district court reopened the pleadings to allow Osguthorpe to assert supplemental claims. On July 19, 2010, Osguthorpe brought new claims against both ASC Utah and Wolf Mountain under the Development Agreement. On September 20, 2010 — during the pendency of Wolf Mountain's appeal of the Summit County district court's denial of its motion to compel arbitration — Osguthorpe filed a "Motion to Compel Arbitration and to Stay All Claims in This Action Bearing on or Relating in Any Way to Any Alleged Default Under the [Development] Agreement" in state court. Osguthorpe argued that the arbitration clause in the Development Agreement required the arbitration of all claims and issues arising under the Development Agreement — not only those between Osguthorpe, ASC Utah, and Wolf Mountain, but also those that had been litigated solely between ASC Utah and Wolf Mountain.
The Utah Supreme Court issued its mandate in ASC Utah, Inc. v. Wolf Mountain Resorts, L.C. on November 19, 2010. The Honorable Robert K. Hilder, a Utah state-court judge and a defendant-appellee in this case, denied Osguthorpe's motion to compel arbitration, inter alia, the next day. In denying the motion, Judge Hilder noted that Osguthorpe was "situated differently from Wolf [Mountain] for several reasons, but not so differently that [it] can compel arbitration of any claims or defenses in this consolidated action." App. at 136 (emphasis omitted). This was because "the policies underlying arbitration have been so violated in this case that arbitration is not an option open to any party." Id. That said, Judge Hilder also recognized that Osguthorpe's supplemental claims arising under the Development Agreement were of much more recent vintage than the Development Agreement claims that had been litigated between ASC Utah and Wolf Mountain since 2006.
Finding neither course acceptable, Osguthorpe promptly appealed Judge Hilder's ruling to the Utah Supreme Court, where the interlocutory appeal remains pending.
Facing the prospect of imminent trial in Summit County district court, Osguthorpe turned to the federal courts for relief, filing this case in the United States District Court for the District of Utah on February 8, 2011. Osguthorpe asked the federal district court for several things. First, Osguthorpe requested a declaratory judgment that it had a right to arbitration, as guaranteed to it under the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Osguthorpe also sought an order staying the state-court proceedings under 9 U.S.C. § 3
After filing its complaint, Osguthorpe presented the federal district court with a "Motion for Order Compelling Arbitration and to Stay, for a Temporary Restraining Order and Preliminary Injunction and for Expedited Resolution." Relying in the main on the Rooker-Feldman doctrine, the district court denied Osguthorpe's motion for lack of subject-matter jurisdiction.
The federal district court primarily dismissed Osguthorpe's suit for lack of subject-matter jurisdiction under the Rooker-Feldman doctrine, but the court gave as alternate bases for dismissal the Younger abstention doctrine and "general principles of abstention." App. at 1121. On appeal,
We review de novo the dismissal of a complaint for lack of subject-matter jurisdiction. Chapman v. Oklahoma, 472 F.3d 747, 749 (10th Cir.2006). At the outset, we must conclude that the federal district court erred in dismissing the case under the Rooker-Feldman doctrine. This fact alone, of course, does not end our inquiry into the appropriateness of the federal district court's dismissal. It is well-established that "we are free to affirm a district court decision on any grounds for which there is a record sufficient to permit conclusions of law, even grounds not relied upon by the district court." Wells v. City and Cnty. of Denver, 257 F.3d 1132, 1149-50 (10th Cir.2001) (quotations and citations omitted).
As stated above, the federal district court alternatively relied on the Younger abstention doctrine and "general principles of abstention" as grounds for the suit's dismissal, and the parties have focused much of their arguments on the Colorado River doctrine.
Id. at 718, 116 S.Ct. 1712 (internal quotation marks and citation omitted). Abstention is thus fairly raised as a basis for affirming the federal district court's decision.
Because a question of subject-matter jurisdiction is implicated here, we pause briefly to explain why the Rooker-Feldman doctrine did not provide a sound foundation for dismissal in this case. The Rooker-Feldman doctrine "has a narrow scope." Chapman, 472 F.3d at 749. In the past, courts have on occasion been too eager to apply Rooker-Feldman, thereby overextending its reach. The Supreme Court has recently made clear that the Rooker-Feldman doctrine "is confined to cases of the kind from which the doctrine acquired its name: cases brought by state-court losers complaining of injuries caused by state-court judgments rendered before the district court proceedings commenced and inviting district court review and rejection of those judgments." Exxon Mobil Corp. v. Saudi Basic Indus. Corp., 544 U.S. 280, 284, 125 S.Ct. 1517, 161 L.Ed.2d 454 (2005). In other words, "Rooker-Feldman applies only to suits filed after state proceedings are final." Guttman v. Khalsa, 446 F.3d 1027, 1032 (10th Cir.2006).
Having considered the record before us, we cannot say that the proceedings in Utah state court are "final" within the meaning dictated by Exxon Mobil.
Osguthorpe filed its federal suit while its appeal of Judge Hilder's order was still pending before the Utah Supreme Court. Because the state-court proceedings are not final, the Rooker-Feldman doctrine cannot by itself bar the federal district court from hearing Osguthorpe's suit. The federal district court had subject-matter jurisdiction to hear the case. But jurisdiction, even though properly obtained, may — and sometimes must — be declined under the principles of abstention. See Quackenbush, 517 U.S. at 716, 116 S.Ct. 1712 ("[W]e have held that federal courts may decline to exercise their jurisdiction, in otherwise `exceptional circumstances,' where denying a federal forum would clearly serve an important countervailing interest....") (quoting Colorado River, 424 U.S. at 813, 96 S.Ct. 1236) (internal quotation marks omitted). Having previously concluded that the Colorado River doctrine governs our decision in this case, we need not decide whether abstention would also have been proper under the Younger doctrine.
As a general rule, "`the pendency of an action in the state court is no bar to proceedings concerning the same matter in the Federal court having jurisdiction....'" Colorado River, 424 U.S. at 817, 96 S.Ct. 1236 (quoting McClellan v. Carland, 217 U.S. 268, 282, 30 S.Ct. 501, 54 L.Ed. 762 (1910)). But, at times, "reasons of wise judicial administration" must weigh in favor of "permitting the dismissal of a federal suit due to the presence of a concurrent state proceeding." Id. at 818, 96 S.Ct. 1236. Granted, these occasions are not ordinarily encountered. Yet such "circumstances, though exceptional, do nevertheless exist." Id. We find the case before us to be exceptional enough to warrant dismissal under the Colorado River doctrine.
This case is about the tension that results when one lawsuit suddenly becomes two, each proceeding along tracks that, although parallel, are far from identical. Colorado River doctrine applies where, as here, we must decide whether such a state of affairs should continue — in other words, "whether a district court should have stayed or dismissed a federal suit pending the resolution of a parallel state court proceeding." Rienhardt, 164 F.3d at 1302. And, to be sure, a federal court will not and should not shy away from contemporaneously exercising concurrent jurisdiction with a state court in the ordinary course of things. But this is no ordinary case.
We recognize, as we must, the "virtually unflagging obligation of the federal courts to exercise the jurisdiction given them." Colorado River, 424 U.S. at 817, 96 S.Ct. 1236; see also England v. Louisiana State Bd. of Med. Exam'rs, 375 U.S. 411, 415, 84 S.Ct. 461, 11 L.Ed.2d 440 (1964) ("`When a Federal court is properly appealed to in a case over which it has by law jurisdiction, it is its duty to take such jurisdiction....'") (quoting Willcox v. Consol. Gas Co. of N.Y., 212 U.S. 19, 40, 29 S.Ct. 192, 53 L.Ed. 382 (1909)); Cohens v. Virginia, 19 U.S. (6 Wheat.) 264, 404, 5 L.Ed. 257 (1821) ("We have no more right to decline the exercise of jurisdiction which is given, than to usurp that which is not given."). But this obligation, although great, is not absolute. "[T]he proposition that a court having jurisdiction must exercise it, is not universally true...." Canada Malting Co. v. Paterson S.S., Ltd., 285 U.S. 413, 422, 52 S.Ct. 413, 76 L.Ed. 837 (1932). It is well-established that "federal courts have the power to refrain from hearing," among other things, "cases which are duplicative of a pending state proceeding." Quackenbush, 517 U.S. at 716-17, 116 S.Ct. 1712. This latter principle — the avoidance of duplicative litigation — is at the core of the Colorado River doctrine.
Colorado River concerns itself with efficiency and economy. Its goal is "to preserve judicial resources."
424 U.S. at 817, 96 S.Ct. 1236 (quoting Kerotest Mfg. Co. v. C-O-Two Fire Equip. Co., 342 U.S. 180, 183, 72 S.Ct. 219, 96 L.Ed. 200 (1952)). The Court provided four factors to aid in determining whether dismissal was warranted. These four factors are: (1) whether the state or federal court first assumed jurisdiction over the same res; (2) "the inconvenience of the federal forum"; (3) "the desirability of avoiding piecemeal litigation"; and (4) "the order in which jurisdiction was obtained by the concurrent forums." Id. at 818, 96 S.Ct. 1236. The Court also advised that "[n]o one factor is necessarily determinative; a carefully considered judgment taking into account both the obligation to exercise jurisdiction and the combination of factors counselling against that exercise is required." Id. at 818-19, 96 S.Ct. 1236; see also Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 16, 103 S.Ct. 927, 74 L.Ed.2d 765 (1983) (stating that the Colorado River factors are not a "mechanical checklist," "careful balancing" is required, and "[t]he weight to be given to any one factor may vary greatly from case to case").
Bearing in mind these considerations, we now turn to whether the federal district court properly dismissed Osguthorpe's suit. As an initial matter, we find that the first of the Colorado River factors does not apply to this case. Neither the state nor district court has acquired jurisdiction over property in the course of this litigation. That is to say, this is not an action in rem or quasi in rem. We also afford scant weight to the second factor, the relative inconvenience of the federal forum. The state-court action began in Summit County, Utah, which borders Salt Lake County, Utah, the site of the federal district court. The state and federal courthouses involved in this case are at no great geographical distance from each other, and no party has suggested any physical or logistical inconvenience suffered as a result of litigating in dual forums.
But the latter two factors weigh heavily on our analysis. The "paramount" consideration in Colorado River was the third factor: "the danger of piecemeal litigation." See Moses H. Cone, 460 U.S. at 19, 103 S.Ct. 927. And so it is with us in this case. This lawsuit was initiated in Utah state court on June 14, 2006, when ASC filed its complaint against Wolf Mountain. Osguthorpe began its participation in state-court litigation in August of that same year, when it brought its own suit, later consolidated, against Wolf Mountain. From that time until February of 2011, when Osguthorpe filed its suit in federal court, the parties aggressively litigated this sprawling case in state court. This fact is amply illustrated by the mammoth size of the Summit County district court's docket for this case. It contains thousands of entries and spans nearly two hundred pages in the record. See App. at 555-728. The scope of the state-court litigation — and the accompanying strain on the judicial resources of the state court — was pointedly described by Judge Hilder in refusing to compel arbitration of the Development Agreement claims:
Id. at 134-35.
At the time Judge Hilder wrote those words, the case had been litigated in Utah state court for more than four years. During that time, the litigation had become profoundly intertwined with the machinery of the Utah judicial system. Parallel proceedings had not yet begun in federal court and would not for several more months — a consideration that ties into the fourth Colorado River factor. Under this factor, we look to the order in which the state and federal courts obtained jurisdiction over the matter. In applying this factor, "priority should not be measured exclusively by which complaint was filed first, but rather in terms of how much progress has been made in the two actions." Moses H. Cone, 460 U.S. at 21, 103 S.Ct. 927. Here, the Utah state court had already overseen years of intensive litigation before the federal court's jurisdiction was invoked. All progress in this case, in other words, has been made in the state court. The Court in Colorado River emphasized that "[o]nly the clearest of justifications will warrant dismissal." 424 U.S. at 819, 96 S.Ct. 1236. We find the clearest of justifications to be present here.
Our holding is bulwarked by the Supreme Court's later decision in Moses H. Cone. In that case, the Court supplemented its original Colorado River framework with additional factors for courts to weigh when deciding the appropriateness of abstention. Following Moses H. Cone, we may also look to whether "federal law provides the rule of decision on the merits," 460 U.S. at 23, 103 S.Ct. 927, and whether the state-court proceedings adequately protect the litigants' rights, id. at 26-27, 103 S.Ct. 927. In dictum, the Court also strongly suggested that a court may take into account the possibly "vexatious or reactive nature of either the federal or the state litigation." Id. at 17 n. 20, 103 S.Ct. 927.
Although it is true that the Federal Arbitration Act will govern the merits of Osguthorpe's arbitration claims, this factor does not automatically compel the conclusion that the resolution of a claim arising under the Act is a task better suited for the federal courts. Indeed, "[s]tate courts rather than federal courts are most frequently called upon to apply the Federal Arbitration Act." Nitro-Lift Techs., L.L.C. v. Howard, ___ U.S. ___, 133 S.Ct. 500, 501, 184 L.Ed.2d 328 (2012) (per curiam). Further, the bare fact that Osguthorpe has thus far failed to obtain its desired outcome in Utah state-court litigation does not give us sufficient reason to think that Osguthorpe's rights are somehow less protected in the Utah state-court proceedings. And it has also not escaped our attention that Osguthorpe came to the federal courts for relief only after receiving an unfavorable state-court ruling on arbitrability several years after litigation had begun in Utah's state-court system.
In Moses H. Cone, the Court found that the federal district court had improperly stayed the state-court proceedings under Colorado River. But the parallel state-and federal-court proceedings in Moses H. Cone were initiated within weeks — not years — of each other. This case has been interwoven with a state-court system — on both the trial and appellate levels — on a scale simply not seen in Moses H. Cone. Moses H. Cone did not present the exceptional case warranting Colorado River abstention; this case does. Above all, the Colorado River factors must "be applied in a pragmatic, flexible manner with a view to
After the federal district court dismissed this suit, ASC Utah asked for attorney's fees under 42 U.S.C. § 1988(b).
We review a district court's award of attorney's fees for an abuse of discretion, but we review de novo "the district court's application of the legal principles underlying that decision." United States ex rel. Grynberg v. Praxair, Inc., 389 F.3d 1038, 1055 (10th Cir.2004). In Grynberg, we acknowledged that a district court may still award attorney's fees after dismissing the underlying action for lack of subject-matter jurisdiction.
We are satisfied that the federal district court had jurisdiction to consider ASC Utah's motion for attorney's fees. Our more immediate concern in this case is the lack of specific factual findings
For the reasons stated, we AFFIRM the district court's dismissal and DISMISS AS MOOT the interlocutory appeal of the district court's order denying the motion to compel arbitration and for a stay of the state-court proceedings. Finally, we VACATE the district court's award of attorney's fees and REMAND the matter to the district court for detailed findings of fact sufficient to afford meaningful appellate review of its award.
HARTZ, Circuit Judge, concurring:
I join Judge Holloway's opinion but add a few words to express skepticism that the district court will be able to state a proper ground for the attorney-fee award.
The Appellees sought attorney fees on the ground that the suit was frivolous and vexatious. As I understand their brief, however, the "vexatious" ground is dependent on the complaint having been frivolous. I will therefore address only whether the complaint was frivolous.
Perhaps the district court determined that the complaint was frivolous because there was obviously no federal jurisdiction. But it was incorrect in ruling that it lacked jurisdiction under the Rooker-Feldman doctrine; and even though we hold that it was proper for the district court to abstain under the Colorado River doctrine, I do not think that the contrary view is a frivolous one.
The other alternative is that the district court determined that the complaint was frivolous on the merits. But such a justification for the attorney-fee award would be inconsistent with Colorado River abstention. If the claims are frivolous, then they can be decided readily, the inconvenience of any possible piecemeal litigation is minimal, and there would be scant reason for abstention.
In denying Osguthorpe's motion, the federal district court suggested that the Younger doctrine is jurisdictional. App. at 1121. This is not precisely correct. Younger is a doctrine of abstention. An abstention doctrine is one "under which a District Court may decline to exercise or postpone the exercise of its jurisdiction." Cnty. of Allegheny v. Frank Mashuda Co., 360 U.S. 185, 188, 79 S.Ct. 1060, 3 L.Ed.2d 1163 (1959). This differs from a case in which the district court is barred at the outset from exercising its jurisdiction. That said, we also acknowledge that once a court has properly determined that Younger abstention applies, "there is no discretion to grant injunctive relief." Colorado River, 424 U.S. at 816 n. 22, 96 S.Ct. 1236.