Not for Publication

OPINION

JOHN MICHAEL VAZQUEZ, District Judge.

This case concerns a business dispute between Plaintiff Hoboken Yacht Club LLC ("Hoboken Yacht") and Defendant Marinetek North America Inc. ("Marinetek") over a floating dock system. Defendant claims that the Court lacks subject matter jurisdiction to resolve Plaintiff's claims because the parties agreed to arbitrate their disputes. Currently pending before the Court is Defendant's motion to dismiss Plaintiff's Complaint pursuant to Federal Rule of Civil Procedure 12(b)(1). D.E. 3. The Court reviewed the parties' submissions in support and in opposition,1 and considered the motion without oral argument pursuant to Fed. R. Civ. P. 78(b) and L. Civ. R. 78.1(b). For the reasons stated below, Defendant's motion to dismiss is GRANTED.

I. FACTUAL BACKGROUND2

Plaintiff Hoboken Yacht, a New Jersey LLC, owns the Shipyard Marina in Hoboken, New Jersey. Compl. ¶¶ 3, 7. Plaintiff decided to build a floating dock system for the shipyard in 2014. Id. ¶ 9. Defendant Marinetek, a Florida corporation, submitted a proposal to design and furnish the dock system and was awarded the project. Id. ¶¶ 4, 10-18. On December 9, 2015, Plaintiff and Defendant entered into a contract agreement ("the Contract") "pursuant to which [Plaintiff] would pay [Defendant] $750,000 for the design, fabrication, and delivery of the floating dock system." Id. ¶ 19.

Plaintiff's Complaint summarizes the contractual provisions related to Defendant's responsibilities, including a five-year warranty. Compl. ¶¶ 19-23. Section 7.10 of the Contract holds that the terms of the agreement "shall be construed in accordance with, and subject to the Laws of Florida." Contr. § 7.10. Section 7.11 of the Contract includes the following arbitration provision for disputes arising out of the Contract:

Id. § 7.11 (emphases added).

Defendant delivered the floating dock system in April 2016, but the system experienced "several failures" after installation. Compl. ¶¶ 24-25. Defendant refused to make repairs, pursuant to the five-year warranty, until Plaintiff made its final payment of $35,649 under the Contract. Id. ¶ 27. Upon Plaintiff's final payment, Defendant made the repairs. Id. ¶ 28. However, the system exhibited failures again in November 2017. Id. ¶¶ 29, 33. Plaintiff alleges that Defendant agreed to make repairs only if Plaintiff paid Defendant's travel expenses. Id. ¶ 31. Plaintiff paid the travel expenses, and Defendant made the repairs to the dock system. Id. ¶ 32.

In December 2018, the system once again exhibited failures. Id. ¶ 33. Plaintiff claims that although Defendant acknowledged the failures and claimed to be securing parts for repair, Defendant "rejected [Plaintiff's] warranty claim and has refused to make repairs." Id. ¶¶ 36-42. However, Plaintiff noted that a "hot-dipped-galvanized rod [Defendant] had ordered" to make repairs arrived at the shipyard. Id. ¶ 43. Plaintiff claims that it notified Defendant on March 15, 2019 that Defendant had "breached the Contract and the warranty by failing to make repairs." Id. ¶ 44.

II. PROCEDURAL HISTORY

On March 26, 2019, Plaintiff filed a Complaint in the Superior Court of New Jersey, Hudson County Law Division. Id. at 3. The Complaint included the following eight counts: (1) breach of contract, (2) breach of express warranty, (3) breach of the implied covenant of good faith and fair dealing, (4) breach of the implied warranty of good and workmanlike performance, (5) violation of Consumer Fraud Act (N.J.S.A. 56:8-1), (6) negligence, (7) fraudulent inducement, and (8) negligent misrepresentation. Id. ¶¶ 52-94.

On May 6, 2019, Defendant filed a notice of removal in this Court on the basis of diversity jurisdiction pursuant to 28 U.S.C. 1331(a). D.E. 1. On May 10, 2019, Defendant filed the current motion to dismiss pursuant to the arbitration agreement in the Contract. D.E. 3. Plaintiff filed opposition, D.E. 6, to which Defendant replied, D.E. 7.

III. LEGAL STANDARD

Defendant claims that the Court does not have subject matter jurisdiction over this claim because the parties agreed to arbitrate their disputes in Section 7.11 of the Contract.3 Def. Br. at 1. Pursuant to Defendant's motion, this Court proceeds on the theory of lack of subject matter jurisdiction.4 "A motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(1) challenges the existence of a federal court's subject matter jurisdiction. Courts may use Rule 12(b)(1) to decide whether to dismiss a suit by virtue of an arbitration agreement between the parties." Asbell, 2014 WL 699200 at *2-4 (citing Daly v. Norfolk Southern R. Co., No. 09-4609, 2011 WL 2559533, at *1 (D.N.J. June 27, 2011) (citations omitted)).

IV. ANALYSIS

Defendant claims that the Complaint should be dismissed because the Federal Arbitration Act ("FAA") governs the parties' arbitration agreement and because the agreement requires arbitration of Plaintiff's claims. Def. Br. at 5-8. The FAA "creates a body of federal substantive law establishing and governing the duty to honor agreements to arbitrate disputes." Century Indem. Co. v. Certain Underwriters at Lloyd's, London, 584 F.3d 513, 522 (3d Cir. 2009) (citing 9 U.S.C. § 1 et seq.). "Congress designed the FAA to overrule the judiciary's longstanding reluctance to enforce agreements to arbitrate ... and in the FAA expressed a strong federal policy in favor of resolving disputes through arbitration." Id. (internal quotations omitted). The FAA governs any "agreement to arbitrate in a matter that is `within Congress' power to reach under the Commerce Clause.'" Barbour v. CIGNA Healthcare of N.J., Inc., No. 02-417, 2003 WL 21026710, at *3 (D.N.J. Mar. 3, 2003); see also 9 U.S.C. § 2 (pursuant to the FAA, "[a] written provision in any ... contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract ... shall be valid, irrevocable, and enforceable[.]").

A dispute must be arbitrated pursuant to the FAA if (1) "a valid agreement to arbitrate exists" and (2) "the particular dispute falls within the scope of that agreement." Kirleis v. Dickie, McCamey, & Chilcote, PC, 560 F.3d 156, 160 (3d Cir. 2006). When deciding whether a valid agreement to arbitrate exists, courts apply "ordinary state-law principles that govern the formation of contracts." First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 944 (1995). The FAA instructs courts "to refer to principles of applicable state law when determining the existence and scope of an agreement to arbitrate." Trippe Mfg. Co. v. Niles Audio Corp., 401 F.3d 529, 532 (3d Cir. 2005). Pursuant to Section 7.10 of the Contract, the applicable law is Florida state law. Contr. § 7.10.

Defendant contends that the arbitration agreement requires arbitration of Plaintiff's claims because it is clear (1) "that a valid agreement to arbitrate exists" and (2) "that Plaintiff's dispute falls within the scope of that agreement, namely, the comprehensive provision in the Agreement, which provides that the parties agree to `final and binding' arbitration of `any dispute arising out of or relating to'" the Contract. Def. Br. at 7. Plaintiff contests the validity of the Contract. Specifically, Plaintiff argues that there is no valid agreement to arbitrate because (1) "[t]he arbitration provision is ambiguous with respect to whether the parties agreed to mandatory or permissive arbitration" and (2) "there is no meeting of the minds as to an arbitral forum." Pl. Opp. at 2-8. Plaintiff asserts that the arbitration provision is ambiguous because in stating that arbitration will proceed "in accordance with the Arbitration Rules of the Florida State," it is not clear whether the parties were referring to the Florida Arbitration Code or the Florida Rules of Civil Procedure. Id. at 4-5. Plaintiff adds that "it is reasonable to find that the arbitration provision's reference" refers to Florida Rule of Civil Procedure 1.830, which provides for "Voluntary Binding Arbitration." Id. Furthermore, Plaintiff argues that the arbitration provision is invalid because it only identifies a location, St. Petersburg, Florida, but "fails to identify the arbitral forum" that will administer the arbitration. Id. at 6.

The Florida Supreme Court has found that "[a]rbitration law that affects interstate commerce in Florida is governed by two acts — the Federal Arbitration Act [] and the Florida Arbitration Code." Shotts v. OP Winter Haven, Inc., 86 So.3d 456, 461 (Fla. 2011) (citing Fla. Stat. § 682.02).5 Specifically, "[i]n Florida, an arbitration clause in a contract involving interstate commerce is subject to the Florida Arbitration Code (FAC), to the extent that the FAC is not in conflict with the FAA." Id. at 463-64. Plaintiff does not dispute that the Contract involved interstate commerce, so the FAC controls. The FAC provides that an arbitration provision is "valid, enforceable, and irrevocable except upon a ground that exists at law or equity for the revocation of a contract." Fla. Stat. § 682.02(1).6 Section 7.11 of the Contract itself uses mandatory, not permissive, language and states that an arbitration award is final and binding. The section provides, in part, that "[a]ny dispute ... shall be finally settled by arbitration ... [t]he arbitration award shall be final and binding on both Parties and not subject to any appeal." Contr. § 7.11. Under Florida law, the parties' use of the word "shall" indicates that arbitration is mandatory, not permissive. See Townsend v. R.J. Reynolds Tobacco Co., 192 So.3d 1223, 1229 (Fla. 2016) ("Generally, the word `shall' is interpreted as mandatory in nature."). Therefore, in light of Section 7.11 of the Contract, the FAC requires mandatory and binding arbitration.

Plaintiff also argues that the arbitration provision is invalid because it fails to identify an arbitral forum. Pl. Opp. at 6. Plaintiff relies extensively on a New Jersey case, Flanzman v. Jenny Craig Inc., 456 N.J.Super. 613, 617 (App. Div. 2018). Yet, as noted, Florida law controls. Plaintiff also cites a Florida case which finds that the essential terms of an arbitration agreement include "the form and procedure for arbitration." Davis v. Hearthstone Senior Communities, Inc., 155 So.3d 1232, 1234 (Fla. Dist. Ct. App. 2015). Defendant responds that the FAC itself "provides a comprehensive set of procedures for conducting an arbitration, including the initiation of arbitration, appointment of arbitrators, the taking of discovery, the arbitration hearing, issuance of an award, and confirmation of the award." Def. Reply at 6 (citing Fla. Stat. §§ 682.01 et seq.).

Premier Real Estate Holdings, LLC v. Butch supports Defendant's assertion that the FAC itself "fills in the `gaps' or missing procedures" of an arbitration agreement. 24 So.3d 708, 710-11 (Fla. Dist. Ct. App. 2007). Butch found that an arbitration agreement that failed to designate an arbitration organization or the specific rules governing arbitration "did not invalidate the arbitration clause" because the FAC "sets forth the rules and procedures for arbitration in the event an arbitration clause is silent on such matters." Id. at 710. A critical factor in upholding the arbitration provision in the Butch decision was that the provision was to be construed under Florida law. Id. at 711; see also Spicer v. Tenet Fla. Physician Servs., LLC, 149 So.3d 163, 166 (Fla. Dist. Ct. App. 2014). Here, the Contract likewise provides that Florida law controls. As a result, the correct arbitral form can be determined by the FAC.7 For the reasons set forth, the Court finds that a valid agreement to arbitrate exists.

The second factor that a Court must examine to determine whether a dispute must be arbitrated pursuant to the FAA is whether "the particular dispute falls within the scope of that agreement." Kirleis, 560 F.3d at 160. Section 7.11 of the Contract states that "[a]ny dispute arising out of or relating to the performance, validity, or termination of the Contract and/or these Terms and the commercial consequences thereof, shall be finally settled by arbitration[.]" Contr. § 7.11. The arbitration clause is broad in scope. See Grektorp v. City Towers of Fla., Inc., 644 So.2d 613, 614 (Fla. Dist. Ct. App. 1994) (describing an arbitration provision referring to "any controversy ... involving the construction or application of any of the terms, provisions, or conditions of this Agreement" as a "broad arbitration agreement"); see also Simpson v. Cohen, 812 So.2d 588, 590 (Fla. Dist. Ct. App. 2002) ("Contract language agreeing to arbitrate `[a]ny controversy or claim arising out of or relating to this Agreement, or the breach thereof' has been found to be broad enough to encompass a claim that the execution of an agreement itself was procured by fraud."). The Court agrees with Defendant that all of Plaintiff's claims are covered by this broad-reaching arbitration agreement. Def. Br. at 7-8 (citing Battaglia v. McKendry, 233 F.3d 720, 727 (3d Cir. 2000)). Given the broad language in Section 7.11, the second element is easily met. The Contract concerned the floating dock system, and that system is the basis for Plaintiff's suit. Plaintiff's claims against Defendant as to the floating dock system fit squarely within Section 7.11.

V. CONCLUSION

For the reasons stated above, the motion to dismiss filed by Defendant, D.E. 3, is GRANTED and this matter is DISMISSED. Because the Court has found that the arbitration provision in the Contract controls, any attempted amendment of the Complaint would be futile. Plaintiff is not granted leave to file an amended pleading. An appropriate Order accompanies this Opinion.