Chief Justice DURRANT, opinion of the Court:
¶ 1 Appellant Jeffrey S. Record seeks appellate review of the district court's order compelling him to arbitrate various claims that arose out of his employment with Appellee Zions Management Services Company (Zions). Mr. Record argues that the district court erred in compelling arbitration because the plain language of the arbitration clause in his employment contract allows him to pursue administrative remedies prior to submitting to arbitration. We agree. Accordingly, we vacate the district court's order compelling arbitration and remand for further proceedings.
¶ 2 Mr. Record began working for Zions in February 1996. Throughout the course of his employment with Zions, and specifically in June 2007, Mr. Record signed various documents whereby he acknowledged receipt of the Zions Employee Handbook, which stipulated that any disputes arising out of his employment with Zions had to be resolved through mandatory, binding arbitration (Arbitration Agreement). In relevant part, the Arbitration Agreement stated:
The Arbitration Agreement further stipulated that "[b]ecause employment with [Zions] involves interstate commerce, this binding arbitration agreement is made pursuant to, and is governed by, the Federal Arbitration Act."
¶ 3 At some point during his employment, Mr. Record became acquainted with Emilie Tanner, a co-worker at Zions. According to Zions, Mr. Record and Ms. Tanner became romantically involved, and Zions claims that it received a number of complaints from other employees regarding the couple's behavior. Zions informed Mr. Record and Ms. Tanner of these complaints and encouraged them to maintain a professional demeanor while with each other at work. Unfortunately, neither Mr. Record nor Ms. Tanner heeded this counsel, as Zions terminated both of them on February 22, 2010, after another employee reported seeing them together, partially undressed, in the back of a dark, unused file room.
¶ 4 After his termination, Mr. Record filed a "Charge of Discrimination" with the Utah Anti-Discrimination and Labor Division of the Utah Labor Commission (UALD), wherein he alleged that Zions had discriminated against him on the basis of his age, religion, gender, and association with a disabled individual. Mr. Record also alleged that Zions had retaliated against and harassed him in violation of federal and state law. UALD issued its Determination and Order on March 29, 2011, dismissing Mr. Record's discrimination claims because the "facts in the record, viewed in their entirety, indicate there is no reasonable cause to believe that [Mr. Record] was subjected to the discriminatory practices alleged."
¶ 6 Accordingly, and pursuant to both the Utah and Federal Arbitration Acts,
¶ 7 Pursuant to the district court's order, Zions attempted to dismiss Mr. Record's administrative proceeding by filing an "Order of Dismissal" before the Labor Commission on August 22, 2011. Despite its prior statement, however, the Labor Commission denied Zions' motion and instead insisted that "[t]he District Court does not have jurisdiction to stay the Commission's proceedings for an employment discrimination claim" and refused to stay the proceeding. In light of this order, Mr. Record likewise refused to comply with the district court's order and instead pressed on with his appeal before the Labor Commission.
¶ 8 After failing to secure either Mr. Record's or the Labor Commission's compliance with the district court's order, Zions returned to the district court and filed a "Motion for Contempt Order" on September 12, 2011. In its motion, Zions requested that the district court hold Mr. Record in contempt for his willful violation of the district court's order compelling arbitration. A few days later, Mr. Record filed his Notice of Appeal from the district court's Order Compelling Arbitration.
¶ 9 Despite Mr. Record's Notice of Appeal, the district court granted Zions' contempt motion on September 30, 2011. The district court's order recognized, however, that Mr. Record's "conduct in refusing to comply with the [district] court's order is based upon the [Labor Commission's] Order and therefore may be legally privileged." Nevertheless, the district court ordered Mr. Record to "take all steps reasonably necessary to stay... the proceedings before the [Labor Commission]."
¶ 10 Then, on October 6, 2011, the Utah Labor Commissioner modified the administrative law judge's decision to deny Zions' Order of Dismissal, holding that "until such time as the Order [Compelling Arbitration] is withdrawn, overturned, or superseded, the Labor Commission will comply with its terms." The Commissioner then stayed the proceedings related to Mr. Record's claims. Mr. Record amended his notice of appeal on October 31, 2011, to include the district court's contempt order and now asks us to review both the Order Compelling Arbitration and the Contempt Order. We have jurisdiction pursuant to section 78A-3-102(3)(j) of the Utah Code.
¶ 11 "This court is the exclusive judge of its own jurisdiction. The question of whether an order is final and appealable is a question of law."
¶ 12 Before we can consider the merits of the parties' arguments, we must first resolve the procedural question of whether we have jurisdiction to hear this appeal. Specifically, we must address the question of whether the district court's Order Compelling Arbitration was a "final order" from which Mr. Record could properly appeal.
¶ 13 Mr. Record argues that the district court erred in compelling arbitration because the plain language of the Arbitration Agreement does not mandate arbitration until Mr. Record seeks relief "beyond an agency." We agree with Mr. Record because the contractual language is unambiguous and does not foreclose the possibility of an employee seeking administrative review of an administrative decision prior to submitting to arbitration.
¶ 14 We first turn to the issue of whether the district court's Order Compelling Arbitration was an appealable "final order." Zions argues that the Arbitration Agreement is governed by the FAA, which allows an immediate appeal only if the district court's order is "a final decision with respect to an arbitration that is subject to [the FAA]."
¶ 15 We agree with Zions that the Arbitration Agreement is subject to the FAA, which means that Mr. Record is entitled to appeal only if the district court's order was "final." We disagree, however, with Zions' assertion that federal procedural law governs our analysis of the order's finality. Instead, we will address the finality issue by referring to our own rules and principles of law, under which we agree with Mr. Record; the district court's arbitration order constitutes a "final decision," and therefore we have jurisdiction to consider the merits of Mr. Record's appeal.
¶ 16 Mr. Record admits that he signed several documents acknowledging receipt of Zions' "Employee Handbook," and the Arbitration Agreement contained within the Handbook expressly states that it is governed by the FAA: "Because employment
¶ 17 We disagree, however, with Zions' assertion that federal rather than state law applies to the procedural question of whether the order was "final." The United States Supreme Court has recognized the "general and unassailable proposition ... that [s]tates may establish the rules of procedure governing litigation in their own courts."
¶ 18 Fortunately, the Supreme Court has already provided us with some guidance in this area. With respect to Congress's purpose in enacting the FAA, the Court has observed that the FAA "was designed to overrule the judiciary's longstanding refusal to enforce agreements to arbitrate"
¶ 19 We agree with this reasoning. Whether an order is "final" for the purposes of appeal is a purely procedural question, and given that (a) Congress has not expressly preempted the application of local procedural rules in the FAA and (b) the application of local procedural rules will not frustrate the purposes of the FAA, we conclude that even
¶ 20 Zions' principal argument against the finality of the district court's order is that the order included a stay of Mr. Record's administrative appeal that was pending before the Labor Commission, rather than a dismissal. Had the district court dismissed the discrimination claims that were pending on appeal before the Labor Commission and then ordered arbitration, Zions argues, the order would have been "final" and this appeal would be proper. Zions also contends that the order lacked finality because the district court retains jurisdiction to confirm, vacate, modify, or correct the arbitration award once arbitration is completed. We are not persuaded by either of these arguments because (1) the district court did not have the authority to issue the stay of the administrative proceedings, which means that the order compelling arbitration completely resolved the controversy between the parties, making it a "final" order from which Mr. Record could appeal; and (2) the availability of postarbitration remedies before the district court does not affect the finality of an order compelling arbitration.
¶ 21 In its argument against the finality of the district court's order, Zions relies primarily upon our decision in Powell v. Cannon.
¶ 22 The plaintiffs appealed.
¶ 23 Zions argues that Powell is directly applicable here because the district court's order included both a stay and an order compelling arbitration. This argument presupposes, however, that the district court's
¶ 24 As a general rule, Utah courts have "subject matter jurisdiction over a legal claim unless adjudicative authority for that claim is specifically delegated to an administrative agency."
¶ 25 Mr. Record initiated administrative proceedings when he filed a claim with UALD alleging discrimination. Accordingly, under UAPA the district court has no jurisdiction over those proceedings until Mr. Record has exhausted his administrative remedies, at which point Mr. Record can seek judicial review of the agency's decision.
¶ 26 Accordingly, for the purposes of determining whether we have jurisdiction over this appeal, we will ignore the district court's attempt to stay the administrative proceedings. Once the stay is removed from the district court's order, the only issue before the district court was whether the Arbitration Agreement should be enforced. And once the district court issued its Order Compelling Arbitration, there was nothing left for the district court to do. Thus, under the reasoning of Powell, the district court's order was a "final decision" because it effectively ended the controversy between the parties and left no claims pending before the district court. We therefore have jurisdiction to hear this appeal.
¶ 27 Zions also argues that the district court's order was not final because "the district
¶ 28 Although we stated in Powell that "the [district] court may modify or correct an arbitration award before entering a judgment on it,"
¶ 29 But here there were no live claims that remained before the district court after it issued its order. As demonstrated above, the district court's attempt to stay the administrative proceedings was void for lack of jurisdiction, and even though the district court may, pursuant to either the FAA or the Utah Arbitration Act, "confirm, vacate, or modify" an arbitration award, this fact does not affect the finality of an order compelling arbitration where no claims remain before the district court after it issues the order.
¶ 30 Mr. Record argues that the district court also erred when it determined that he was required to submit his discrimination claims to arbitration pursuant to the Arbitration Agreement. He points to the language of the Arbitration Agreement, which states that "binding arbitration, rather than the court system, is the process used for pursuing relief beyond the agency." (Emphasis added.) He then argues that this language is unambiguous, and that by pursuing an appeal within the Labor Commission, he has not sought relief "beyond the agency" and hence is not required to arbitrate. Zions, on the other hand, argues that this language is subject to multiple interpretations and urges us, pursuant to both state and federal policies favoring arbitration, to affirm the district court's order. Because this language is unambiguous, we agree with Mr. Record.
¶ 31 The Supreme Court has held that under the FAA "[a]rbitration is strictly a matter of consent, and thus is a way to resolve those disputes — but only those disputes — that the parties have agreed to submit to arbitration."
¶ 32 It is well established in Utah that "[i]f the language within the four corners of the contract is unambiguous, the parties' intentions are determined from the plain meaning of the contractual language."
¶ 33 Zions admits that the Arbitration Agreement expressly allows for an employee to initiate administrative proceedings by "filing a claim" before a state or federal agency. Zions also acknowledges, of course, that the Arbitration Agreement contains the language "where permitted by law, binding arbitration, rather than the court system, is the process used for pursuing relief beyond the agency." (Emphasis added.) Because Zions has not shown how this language is ambiguous, whatever the parties' intentions were prior to entering into this Arbitration Agreement is irrelevant because "the parties' intentions are determined from the plain meaning of the contractual language."
¶ 34 Here, the language clearly states that arbitration is required only if Mr. Record attempts to obtain relief from sources "beyond the agency." But Mr. Record has not yet done so. He filed a discrimination claim with the Labor Commission, and then attempted to appeal UALD's decision on that claim to the Labor Commission. Neither action constitutes an attempt to seek relief "beyond the agency," and therefore the district court erred when it issued its order compelling arbitration because, under the plain language of the Arbitration Agreement, Mr. Record is not required to arbitrate his discrimination claims until he seeks relief "beyond the agency."
¶ 35 Zions attempts to avoid this result by arguing that Preston v. Ferrer
¶ 36 At oral argument, Zions also attempted to rely on both state and federal policies that urge us to resolve "ambiguities as to the scope of the arbitration clause itself ... in favor of arbitration."
¶ 37 Under the parties' Arbitration Agreement, Mr. Record was not required to submit his discrimination claims to arbitration until he sought relief based on those claims "beyond the agency." Because he has not yet pursued relief beyond the Labor Commission, the district court erred when it issued its order compelling arbitration. We therefore vacate that order and remand this case to the district court for further proceedings consistent with this opinion.