BAY MITCHELL, Presiding Judge.
¶ 1 In a dispute arising out of a multi-million dollar purchase/sale of multiple companies, Defendants/Appellants Kellie Hull, Daniel Hull, Kyla Brown, Michael Miller, Dennis Robinson (collectively "Individual Appellants"), and Hull's Environmental Services, Inc., Oilfield Disposal Services, L.L.C., Hull's Oilfield, LLC, and Arkoma Tanks, LLC (collectively "Company Appellants") appeal the trial court's interlocutory order denying their motion to compel arbitration and for stay of the action pursuant to 12 O.S. Supp. 2006 § 1879(A). Individual Appellants and Company Appellants (collectively "Appellants") contend the arbitration provision contained in the Purchase and Sale Agreement ("PSA") entered into between Kellie Hull and Plaintiff/Appellee High Sierra Energy, L.P. ("High Sierra") is applicable to all
¶ 2 Kellie Hull, along with David Hull and Billy Hare (Hare),
¶ 3 High Sierra operated the acquired companies under the name NCC. At the time of the sale, David Hull and Hare were responsible for the management and daily business operations of the purchased companies. After the acquisition, High Sierra hired David Hull and Hare as general managers of NCC to continue managing the daily operations of NCC. High Sierra hired the Individual Appellants to serve as "executive-level employees" with NCC providing the Individual Appellants "access to High Sierra's confidential information and trade secrets."
¶ 4 On April 9, 2009, High Sierra commenced a lawsuit against Appellants alleging misappropriation of trade secrets and confidential information, unfair competition, unjust enrichment, misappropriation of assets and property, constructive trust, breach of fiduciary duty, and negligence.
¶ 5 High Sierra claimed the Individual Appellants intentionally neglected their employment duties and utilized High Sierra's assets and property to benefit the Company Appellants' competing businesses. High Sierra further alleged: "[T]he malfeasance of the Individual Defendants were (sic) part of a concerted and premeditated plan, whereby they worked in concert with David Hull and Billy Hare to sell ... the Companies to High Sierra and then ruin NCC's operations while forming or expanding the Company Defendants and other entities to take over High Sierra's business."
¶ 7 In its objection to Appellants' motion to compel arbitration, High Sierra claimed: (1) none of the causes of action arose under or invoked the terms of the PSA; (2) none of the named Defendants, other than Kellie Hull, were parties to the PSA; (3) the PSA "prohibits any non-party to the Agreement to share in any rights, benefits or remedies provided for in the agreement."
¶ 8 The parties agreed that Section 12.14 of the PSA contains a valid agreement to arbitrate disputes arising under the PSA. Section 12.14(a) of the PSA states:
Appellants contend the PSA identifies only two exceptions to arbitration found in Sections 3.5(c) and 12.14(m) of the Agreement, both of which are inapplicable to the facts of this case.
¶ 9 High Sierra claimed that Section 12.7 of the PSA contained an additional exception to the arbitration provision in that it allegedly requires all disputes to be decided in the courts. Section 12.7 states:
¶ 10 High Sierra further maintained that Sections 12.4 and 12.17 of the PSA specifically prohibit third-party beneficiaries
Section 12.17 "No Third Party Beneficiaries" states:
¶ 11 The trial court conducted a hearing on Appellants' motion to compel arbitration on February 4, 2010 and overruled the same. The order memorializing such decision was filed on February 12, 2010. Appellants filed their appeal four days later.
¶ 12 An order denying a motion to compel arbitration is an interlocutory order appealable by right, which we review de novo. See 12 O.S. Supp.2006 § 1879(A)(1); see also Thompson v. Bar-S Foods Co., 2007 OK 75, ¶ 9, 174 P.3d 567, 572. "The interpretation of an arbitration agreement is governed by general state-law principles of contract interpretation." Bar-S Foods, ¶ 18, 174 P.3d at 574 (internal quotations omitted) (citing Wilkinson v. Dean Witter Reynolds, Inc., 1997 OK 20, ¶ 9, 933 P.2d 878, 880).
¶ 13 In seeking to compel arbitration, a party "must present a statement of the law and facts showing an enforceable agreement to arbitrate the issues presented by the petition." Rogers v. Dell Computer Corp., 2005 OK 51, ¶ 16, 138 P.3d 826, 830. In determining whether "the parties have consented to arbitration, the courts will decide whether there is a valid enforceable arbitration agreement, whether the parties are bound by the arbitration agreement, and whether the parties agreed to submit the particular dispute to arbitration." Oklahoma Oncology & Hematology P.C. v. U.S. Oncology, Inc., 2007 OK 12, ¶ 22, 160 P.3d 936, 944-45.
¶ 14 Oklahoma law reflects this State's "strong presumption in favor of arbitration." Towe, Hester & Erwin, Inc. v. Kansas City Fire & Marine Ins. Co., 1997 OK CIV APP 58, ¶ 24, 947 P.2d 594, 599. Title 12 O.S. Supp. 2006 § 1857(A) declares arbitration agreements "valid, enforceable, and irrevocable except upon a ground that exists at law or in equity for the revocation of a contract." This provision reveals "a clear legislative intent that any disputes arising from the interpretation or application" of such agreements "shall have an immediate and speedy resolution by required arbitration." Voss v. City of Oklahoma City, 1980 OK 148, ¶ 8, 618 P.2d 925, 928. The Supreme Court also has recognized that in situations "where arbitration has been contracted for it constitutes a substantive and mandatory right." Voss, ¶ 5, 618 P.2d at 928. The right to compel arbitration is thus an affirmative defense to an action on contract. See Shaffer v. Jeffery, 1996 OK 47, ¶ 6, 915 P.2d 910, 913.
¶ 16 The initial inquiry is whether the dispute at issue falls within the scope of the arbitration provision of the PSA. Section 12.14 of the PSA contains a broad arbitration provision, which specifically allows for exceptions to arbitration as "expressly provided otherwise" in the Agreement.
¶ 17 When considering whether a claim is arbitrable, "[W]e evaluate the factual underpinnings of the complaint rather than merely considering the labels attached to each of the causes of action it contains." Chelsea Family Pharmacy v. Medco Health Solutions, Inc., 567 F.3d 1191, 1197 (10th Cir.2009). "If the allegations underlying the claims touch matters covered by the parties' [arbitration agreement], then those claims must be arbitrated, whatever the legal labels attached to them." Id. at 1198 (citing P & P Indus., Inc. v. Sutter Corp., 179 F.3d 861, 871 (10th Cir.1999)). Oklahoma law mandates that ambiguities are to be resolved in favor of arbitration, unless the court can say with "positive assurance" that the matter is not subject to arbitration. City of Muskogee v. Martin, 1990 OK 70, ¶ 8, 796 P.2d 337, 340.
¶ 18 High Sierra's claims against Kellie Hull clearly relate to the PSA. The foundation for High Sierra's claims all rest upon the benefits High Sierra expected to receive from the PSA, as well as the alleged pre-meditated and concerted efforts of Appellants to deprive High Sierra of the same.
¶ 19 Section 12.7 of the PSA (quoted in ¶ 9 above) (which discusses the law governing the Agreement, sets forth the proper jurisdiction for claims asserted under the PSA and requires "any dispute" to be decided in the courts) contains no reference to arbitration. On the other hand, Section 12.14 (quoted in ¶ 8 above) requires "all disputes" to be arbitrated. There is an obvious ambiguity between these sections regarding the applicability of the arbitration provision and specifically, which, if any, disputes under the PSA are subject to arbitration.
¶ 20 This Court agrees with Appellants that if Section 12.7 of the PSA is read as an exception to the arbitration provision in Section 12.14, the arbitration clause would be rendered meaningless as it would remove all disputes from arbitration. Kellie Hull and High Sierra clearly and unambiguously agreed to resolve certain disputes through arbitration. Oklahoma law commands that "where arbitration has been contracted for it constitutes a substantive and mandatory right." Voss, ¶ 5, 618 P.2d at 928. We cannot say "with positive assurance" that a dispute concerning the propriety of the sale of NCC, the employment and fiduciary duties owed by Kellie Hull and alleged misappropriation and unfair competition by Kellie Hull is not subject to arbitration in accordance with Section 12.14 of the PSA. See City of Muskogee, ¶ 8, 796 P.2d at 340. Accordingly, the ambiguity must be resolved in favor of compelling arbitration of the claims against Kellie Hull.
May v. Mid-Century Ins. Co., 2006 OK 100, ¶ 25, 151 P.3d 132, 141. Appellants, however, have not pursued arbitration as third-party beneficiaries to the PSA, but instead sought to compel arbitration based upon the theory of equitable estoppel. Furthermore, this Court finds no legal authority to support High Sierra's contention that a clause excluding third-party beneficiaries would prohibit a non-signatory from compelling arbitration.
¶ 22 Oklahoma has approved limited circumstances in which a non-signatory to an agreement may compel arbitration, including "estoppel, when the claims are integrally related to the contract containing the arbitration clause." Carter v. Schuster, 2009 OK 94, ¶ 15, 227 P.3d 149, 153 (citing Thomson-CSF, S.A. v. American Arbitration Ass'n, 64 F.3d 773, 779). The Oklahoma Court of Civil Appeals has applied the theory of equitable estoppel to allow a non-signatory to compel arbitration against a signatory "when the signatory raises allegations of substantially interdependent and concerted misconduct by both the nonsignatory and another signatory." Cinocca v. Orcrist, Inc., 2002 OK CIV APP 123, ¶ 18, 60 P.3d 1072, 1074. See also B.A.P., L.L.P. v. Pearman, 2011 OK CIV APP 30, ¶ 16, 250 P.3d 332 (mandate issued March 7, 2011).
¶ 23 In Cinocca, the Court of Civil Appeals relied upon the decision in MS Dealer Serv. Corp. v. Franklin, 177 F.3d 942 (11th Cir. 1999), wherein the Eleventh Circuit stated:
Id. at 947 (citing Sunkist Soft Drinks, Inc. v. Sunkist Growers, Inc., 10 F.3d 753, 756-57 (11th Cir.1993)). Following Franklin, Cinocca defined the circumstances under which equitable estoppel would allow a non-signatory to compel arbitration: "Where claims against the nonsignatory and the signatory are so `intertwined', application of equitable estoppel is warranted. Otherwise, arbitration proceedings between the signatories `would be rendered meaningless and the federal policy in favor of arbitration effectively thwarted.'" Cinocca, ¶ 21, 60 P.3d at 1075 (citing Franklin, 177 F.3d at 947). In recognizing the validity of such situations, the Oklahoma Supreme Court noted: "Under such facts, the nonsignatory is agreeing to arbitrate. The signatory is merely being held to his previous agreement to arbitrate." Carter, ¶ 25, 227 P.3d at 156.
¶ 24 As discussed above, High Sierra's allegations are "integrally related" to the PSA. Carter, ¶ 15, 227 P.3d at 153. High Sierra's claims against Kellie Hull and the non-signatory Appellants are also substantially "intertwined" to warrant the application of equitable estoppel to compel arbitration in this case. High Sierra's Petition clearly alleges contrived efforts among the Appellants to injure High Sierra and deprive it of the benefits conferred under the PSA. High Sierra refers throughout the Petition to the confidential proprietary information it purchased with NCC that was misappropriated by the Individual Appellants for the benefit of the Company Appellants.
¶ 25 Because we conclude the ambiguities contained in the PSA must be resolved in favor of arbitration and the claims against the Appellants are inherently inseparable, we reverse the order of the trial court overruling Appellants' motion to compel arbitration and for stay of the action.
¶ 26 REVERSED AND REMANDED.
JOPLIN, J., and BELL, J. (sitting by designation), concur.
Section 12.14(m) of the PSA states: "To the extent that the dispute relates to a claim for indemnification under Article 11 that arises in connection with a third party claim asserted in court, then the foregoing arbitration provisions shall not be applicable to that dispute so that the matter may be brought in connection with the action involving the third party claim."