KELLY, Circuit Judge.
Juhl Energy Development, Inc. (JEDI), appeals from the district court's order denying its motion to compel arbitration for contract disputes between JEDI and Unison Co., Ltd. (Unison). Because the arbitration clause in the Turbine Supply Agreement (TSA) covers the parties' dispute, we reverse the judgment.
Unison is a South Korean company that manufactures, sells, delivers, and services Wind Turbine Generators (WTGs). JEDI is a corporate subsidiary of another named defendant, Juhl Energy, Inc., and is incorporated and located in Minnesota. JEDI and Unison are parties to the contractual agreements at issue; the other defendants are not.
Unison brought suit against JEDI in federal court in Minnesota, asserting 17 claims for relief, all of which relate to the
"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]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). "The [Federal Arbitration Act] limits a district court's initial role in any challenge to an arbitration agreement to ... 1) whether the agreement for arbitration was validly made and 2) whether the arbitration agreement applies to the dispute at hand, i.e., whether the dispute falls within the scope of the arbitration agreement." Indus. Wire Prods., 576 F.3d at 520 (internal quotation omitted). The parties concede the arbitration clause in the TSA is valid; they disagree about whether it applies to Unison's complaint.
We must liberally construe a valid arbitration clause, "resolving any doubts in favor of arbitration ... unless it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute." 3M Co. v. Amtex Sec., Inc., 542 F.3d 1193, 1199 (8th Cir.2008) (quotation omitted). In making this determination, we must decide whether the arbitration clause is broad or narrow. Fleet Tire Serv. of N. Little Rock v. Oliver Rubber Co., 118 F.3d 619, 621 (8th Cir.1997) (finding the arbitration clause at issue was broad, because arbitration was available for claims both "arising from" and "relating to" the agreement). If the clause is broad, the "liberal federal policy favoring arbitration agreements requires that a district court send a claim to arbitration ... as long as the underlying factual allegations simply touch matters covered by the arbitration provision." 3M Co., 542 F.3d at 1199 (quotations and internal citation omitted).
The arbitration clause at issue in this case is located in the TSA. The relevant paragraphs of the TSA read as follows:
According to the terms of the TSA, a Dispute is "any dispute" arising between
The arbitration clause in the TSA is at least as broad as the arbitration clauses this court has considered in two instructive cases. In Fleet Tire, the clause stated that "[a]ny controversy or claim arising out of or relating to this Agreement or any breach of its terms shall be settled by arbitration...." 118 F.3d at 620. We found in Fleet Tire that the clause "constitutes the broadest language the parties could reasonably use to subject their disputes to that form of settlement, including collateral disputes that relate to the agreement containing the clause." Id. at 621. Similarly, in 3M Co., the arbitration clause at issue required arbitration if the parties disputed "the existence, cause, or value of any change to the scope of services Amtex was to provide." 542 F.3d at 1196 (paraphrasing the clause at issue). We concluded this language, too, was broad in scope. Id. at 1199.
The arbitration clause in the TSA covers any dispute that arises "in connection with" the TSA or "any legal relationship associated with or contemplated by" the TSA. We conclude that this language renders the arbitration clause in the TSA broad, not narrow, in scope.
Because the arbitration clause is broad, we must then determine whether the underlying factual allegations touch on matters covered by the arbitration clause. See id. at 1199. As noted, the arbitration clause in this case covers disputes that arise in connection with "any legal relationship associated with or contemplated by [the TSA]." The question, then, is whether the FA — which makes no mention of arbitration — embodies a "legal relationship" that is either "associated with or contemplated by" the TSA.
The TSA specifically addresses the financing arrangement between Unison and JEDI, which is the subject matter of the legal dispute between the parties.
Unison contends, nevertheless, that the TSA arbitration clause cannot be interpreted to cover the present dispute without making the jurisdiction clause in the FA a nullity. We disagree because the jurisdiction clause answers a different question than does the arbitration clause. The FA jurisdiction clause reads as follows:
The TSA arbitration clause permits a party to submit a dispute to binding arbitration, while the FA jurisdiction clause simply identifies the agreed-upon jurisdiction "for any legal action or proceeding brought against it in connection with this Agreement and any other Financing Document." Notably, the jurisdiction clause does not address whether, or under what circumstances, a dispute must be litigated and resolved in court. As we read these two clauses, they are not in conflict: If a party wants to settle a dispute through arbitration, it may initiate arbitration proceedings under the TSA arbitration clause; if the parties choose not to arbitrate a dispute under the FA, or seek to enforce an arbitration decision, then the parties have consented to the jurisdiction of the state and federal courts in Minnesota for all litigation relating to that dispute. Had both documents included separate arbitration and jurisdiction clauses, the parties may have negotiated a different contractual agreement. But as the documents are written, enforcing the arbitration clause in the TSA in a dispute alleging violations of the FA does not render the jurisdiction clause in the FA a nullity.
We reverse the denial of JEDI's motion to compel arbitration. On remand, the district court may decide in the first instance whether it is appropriate at this juncture to dismiss Unison's complaint or stay the action in federal court pending the outcome of the arbitration proceedings. See Green v. SuperShuttle Int'l, Inc., 653 F.3d 766, 769-70 (8th Cir.2011).
SHEPHERD, Circuit Judge, concurring.
I concur in the court's opinion reversing the denial of JEDI's motion to compel arbitration. I write separately to reiterate my view that section 3 of the Federal Arbitration Act unambiguously directs a district court to stay an action and does not give a district court the discretion to dismiss an action. See Green v. SuperShuttle Int'l, Inc., 653 F.3d 766, 770-71 (8th Cir.2011) (Shepherd, J., concurring); see also 9 U.S.C. § 3 (district courts "shall... stay the trial of the action until such arbitration has been had in accordance with the terms of the agreement"). Recognizing, however, that we are bound by prior panel decisions from our court, I also concur in the direction that the district court may decide whether it is appropriate to dismiss or stay the action.