W. Brent Powell, Judge.
The Regional Convention and Sports Complex Authority (the Authority) seeks a writ of mandamus compelling the circuit court to stay arbitration of the Authority's claims in its petition for declaratory judgment and to reinstate the cause on the circuit court's docket. This Court quashes the preliminary writ of mandamus.
The Authority leased a training facility to the St. Louis Rams, LLC, in Earth City. The Authority filed a three-count petition for declaratory judgment against the Rams, seeking to void provisions in the lease granting the Rams an option to purchase the training facility for $1.
The Rams filed a motion to compel arbitration, arguing the Authority's claims fall within the scope of the lease's arbitration provisions found in paragraph 45 of schedule I of the lease. Paragraph 45 requires arbitration of "[a]ll disputes between the Parties hereto arising out of this Lease." Schedule I of the lease provides, in relevant part: "Any controversy, dispute or claim between the Parties hereto including, without limitation, any claim arising out of, in connection with, or in relation to the interpretation, performance or breach of this Lease shall be settled by arbitration.... Such arbitration shall be the exclusive dispute resolution mechanism." The Authority filed a motion to stay arbitration, arguing the lease does not require arbitration of the declaratory judgment action. The Authority relied on an attorney fee provision in the lease authorizing fees for a party seeking relief in a "proceeding to ... declare rights" under the lease and subsequently obtaining a "judgment." The Authority also noted other lease provisions referring to the right of a party "to institute suit," the right of a party to obtain "cumulative ... remedies at law or in equity," and "litigation between the Parties concerning this Lease."
The circuit court sustained the Rams' motion to compel arbitration, overruled the Authority's motion to stay arbitration, and dismissed the underlying action. The Authority then filed a petition for a writ of mandamus in the court of appeals seeking to stay arbitration and reinstate the declaratory judgment action on the circuit court's docket. After the court of appeals issued a preliminary writ and made the writ permanent following additional briefing and argument, this Court transferred the case pursuant to article V, § 10 of the Missouri Constitution.
This Court has the authority to "issue and determine original remedial
The Federal Arbitration Act (FAA), which governs the applicability and enforceability of arbitration agreements, "evinces a liberal policy favoring arbitration agreements so that disputes might be resolved without resort to the courts."
In determining whether a specific dispute falls within the scope of an arbitration agreement, this Court must rely on the principles of contract interpretation so as to ascertain the intention of the parties and to give effect to that intent. Id. at 428. "The terms of a contract are read as a whole to determine the intention of the parties and are given their plain, ordinary, and usual meaning." Id. "Additionally, each term of a contract is construed to avoid rendering other terms meaningless." Id. In analyzing these disputes, this Court will determine whether "the specific dispute falls within the substantive scope of [the arbitration] agreement." Id. at 427-28.
The arbitration clause in this case provides, in relevant part: "All disputes between the Parties hereto arising out of this Lease shall be subject to the provisions of, and adjudicated in accordance with, the Arbitration Agreement attached hereto...." The arbitration agreement provides, in relevant part: "Any controversy, dispute, or claim between the Parties hereto including, without limitation, any claim arising out of, in connection with, or in relation to the interpretation, performance or breach of this Lease shall be settled by arbitration.... Such arbitration shall be the exclusive dispute resolution mechanism." The Authority argues the arbitration provisions are not broad because other parts of the lease contain terms referring to litigation, and, even if broad, the parties intended to exclude declaratory relief claims from arbitration.
Although there are inconsistencies in the lease agreement, the parties' intent to arbitrate disputes involving the lease is clear. "Language excluding certain disputes from arbitration must be clear and unambiguous or unmistakably clear." Dunn, 112 S.W.3d at 429. The language cited by the Authority does not unambiguously or unmistakably exclude a declaratory judgment action from the arbitration provision. Rather, the language of the arbitration provisions is broad. Because there is not the "most forceful evidence" of the parties' intent to exclude the claim from arbitration, any doubt as to arbitrability must be resolved in favor of the application of the arbitration clause. See id.
The preliminary writ of mandamus is quashed.
All concur.