Chesapeake Appalachia, L.L.C. v. Ostroski
Chesapeake Appalachia, L.L.C. v. Ostroski
Opinion of the Court
MEMORANDUM
Presently pending before the Court is Plaintiff Chesapeake Appalachia, L.L.C.’s Motion for Summary Judgment on Count II (Doc. 23) filed on April 29, 2016. For the reasons that follow, the Court shall grant the Plaintiffs Motion for Summary Judgment and declare that the subject lease between Plaintiff and Defendants does not permit class arbitration.
I. STANDARD OF REVIEW
Summary judgment is appropriate if the moving party establishes “that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). A dispute is “genuine” only if there is a sufficient evidentiary basis for a reasonable jury to find for the non-moving party, and a fact is “material” only if it might affect the outcome of the action under the governing law. See Sovereign Bank v. BJ’s Wholesale Club, Inc., 533 F.3d 162, 172 (3d Cir. 2008) (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986)). A court should view the facts in the light most favorable to the non-moving party, drawing all reasonable inferences therefrom, and should not evaluate credibility or weigh the evidence. See Guidotti v. Legal Helpers Debt Resolution, L.L.C., 716 F.3d 764, 772 (3d Cir. 2013) (citing Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133, 150, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000)).
Initially, the moving party bears the burden of demonstrating the absence of a
A court should not grant summary judgment when there is a disagreement about the facts or the proper inferences that a factfinder could draw from them. See Reedy v. Evanson, 615 F.3d 197, 210 (3d Cir. 2010) (citing Peterson v. Lehigh Valley Dist. Council, 676 F.2d 81, 84 (3d Cir. 1982)). Still, “the mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment.” Layshock ex rel. Layshock v. Hermitage Sch. Dist., 650 F.3d 205, 211 (3d Cir. 2011) (quoting Anderson, 477 U.S. at 247-48, 106 S.Ct. 2505) (internal quotation marks omitted).
II. FACTUAL AND PROCEDURAL SUMMARY
The facts in this matter are not in dispute. Defendants Edward M. and Kathleen M. Ostroski (collectively “Defendants” or “the Ostroskis”), Pennsylvania landowners, entered into a lease agreement (the “Lease”) with Plaintiff Chesapeake Appalachia, L.L.C. (“Plaintiff’ or “Chesapeake”), an Oklahoma company, which gave Chesapeake the right to explore for and produce gas from Defendants’ property. (Doc. 25, ¶ 1). Upon entering into the Lease, the Ostroskis received a signing bonus by check that was mailed across state lines from Oklahoma to Pennsylvania. (Doc. 25, ¶ 6). Defendants have also received royalties from Chesapeake on gas produced. These royalties were paid by check and mailed across state lines from Oklahoma to Pennsylvania. (Doc. 25, ¶ 7).
The Lease contains a provision known as the “Payments to Lessors” clause, which provides, in relevant part, as follows:
2. GAS: To pay Lessor an amount equal to one-eighth (1/8) of the revenue realized by Lessee for all gas and the constituents thereof produced and marketed from the Leasehold, less the cost to transport, treat and process the gas and any losses in volumes to the point of measurement that determines the revenue realized by Lessee.
(Doc. 24-1, pp. 1-2).
The Lease also contains an arbitration provision that provides as follows:
ARBITRATION: In the event of a disagreement between Lessor and Lessee concerning this Lease, performance thereunder, or damages caused by Lessee’s operations, the resolution of all such disputes shall be determined in accordance with the rules of the American Arbitration Association. All fees and costs associated with the arbitration shall be borne equally by Lessor and Lessee.
(Doc. 24-1, p. 2).
On December 4, 2015, Defendants filed an arbitration demand against Chesapeake, asserting claims related to the Lease and the calculation of royalties thereunder. (Doc. 25, ¶ 8). In the arbitration, the Ostroskis seek to represent a statewide putative class of:
Every person except governmental entities who is, or has been, a royalty owner under an oil and gas lease in which Chesapeake Appalachia, L.L.C., is the present lessee, either because it is named as the lessee or because the lease*915 has been assigned to it, and (i) the lease conveys rights to natural gas in Pennsylvania, (ii) natural gas has been produced under the lease, and the lease includes a provision requiring the arbitration of disputes.
(Doc. 25, ¶ 9).
Thereafter, on January 11, 2016, Chesapeake filed the instant action, seeking an injunction barring Defendants from continuing to pursue any class claims against Chesapeake in the already filed arbitration or in any other arbitration. (Doc. 1). On April 29, 2016, Chesapeake filed the instant Motion for Summary Judgment (Doc. 23), which was appropriately briefed by the parties. (Docs. 24, 25, 26, 27, 30).
III. DISCUSSION
A. The Federal Arbitration Act
The parties first disagree over which law is to be applied to this motion. Defendants contend the FAA governs because the Lease concerns interstate commerce. The Ostroskis dispute that the Lease concerns interstate commerce, and contend the PAA applies.
An arbitration clause is subject to the Federal Arbitration Act if the arbitration clause is part of a valid written contract “evidencing a transaction involving commerce.” See 9 U.S.C. §§ 1, 2. The FAA’s application here turns on whether the Lease involves interstate commerce. The Supreme Court has held that the term “involving commerce” signifies the “broadest permissible exercise of Congress’ Commerce Clause power.” Citizens Bank v. Alafabco, Inc., 539 U.S. 52, 56, 123 S.Ct. 2037, 156 L.Ed.2d 46 (2003) (“[T]he FAA encompasses a wider range of transactions than those actually ‘in commerce’-that is, ‘within the flow of interstate commerce.’ ”). The Supreme Court explained that “Congress’ Commerce Clause power ‘may be exercised in individual cases without showing any specific effect upon interstate commerce’ if in the aggregate the economic activity in question would represent ‘a general practice... subject to federal control.’” Id. at 56-57, 123 S.Ct. 2037 (quoting Mandeville Island Farms, Inc. v. Am. Crystal Sugar Co., 334 U.S. 219, 236, 68 S.Ct. 996, 1006, 92 L.Ed. 1328 (1948)). Thus, “[ojnly that general practice need bear on interstate commerce in a substantial way.” Id. at 57, 123 S.Ct. 2037. Our sister district courts have explained that “[tjhis is not a rigorous,inquiry; in fact, the contract need only the slightest nexus with interstate commerce,” for the FAA to apply. Nova CTI Caribbean v. Edwards, 2004 WL 35759, *3 n. 3, 2004 U.S. Dist. LEXIS 41, *9 n. 3 (quoting Crawford v. W. Jersey Health Sys., 847 F.Supp. 1232, 1240 (D.N.J. 1994)).
Applying those guidelines, we find that the Lease here clearly involves interstate. commerce. It is undisputed that Chesapeake is a limited liability company organized and existing under the laws of the State of Oklahoma (Doc. 1, ¶ 12) and that the Ostroskis are residents of Penn
B. Availability of Class Arbitration Under the Lease
We now turn to an analysis as to whether class arbitration is available under the parties’ Lease. To review, the pertinent section of the Lease provides:
ARBITRATION: In the event of a disagreement between Lessor and Lessee concerning this Lease, performance thereunder, or damages caused by Lessee’s operations, the resolution of all such disputes shall be determined in accordance with the rules of the American Arbitration Association. All fees and costs associated with the arbitration shall be borne equally by Lessor and Lessee.
(Doc. 24-1, p. 2). It is undisputed that the arbitration clause of the Lease does not mention class arbitration.
The United States Supreme Court has stated that “a party may not be compelled under the FAA to submit to class arbitration unless there is a contractual basis for concluding that the party agreed to do so.” Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662, 684, 130 S.Ct. 1758, 176 L.Ed.2d 605 (2010)(emphasis in original). In Stolt-Nielsen, the Supreme Court reasoned that class arbitration cannot be implicitly agreed to, “because class-arbitration changes the nature of arbitration to such a degree that it cannot be presumed that the parties consented to it by simply agreeing to submit their disputes to an arbitrator.” Id. at 685, 130 S.Ct. 1758. Thus, the jurisprudence on this point is clear, “[cjlass arbitration is a matter of consent,” and [a]n arbitrator may employ class procedures only if the parties have authorized them.” Oxford Health Plans LLC v. Sutter, — U.S. -, 133 S.Ct. 2064, 2066, 186 L.Ed.2d 113 (2013)(citing Stolt-Nielsen, 559 U.S. at 684, 130 S.Ct. 1758).
IV. CONCLUSION
For all the reasons stated herein, we shall grant Chesapeake’s Motion for Summary Judgment.
An appropriate Order shall issue.
ORDER
In conformity with the Memorandum issued on today’s date, it is hereby ORDERED that:
1. Plaintiffs Motion for Summary Judgment (Doc. 23) is GRANTED as follows:
A. It is hereby ORDERED AND DECLARED that the Lease between Chesapeake and Defendants does not permit class arbitration:
B. It is hereby ORDERED that Defendants are precluded from pursuing any claims in Ostroski v. Chesapeake Appalachia, L.L.C., Arb. No. 01-15-0005-8877 (AAA) on behalf of any purported class; and
C. It is hereby ORDERED that Defendants are permanently enjoined from pursuing any claims in arbitration against Chesapeake on behalf of any purported class.
2. Defendants’ Motion for Leave to Take Discovery (Doc. 31) is DENIED.
3. The Clerk of Court is directed to CLOSE the file on this case.
. Following full briefing on the summary judgment motion, on June 20, 2016, the Ostroskis filed a Motion pursuant to Fed. R. Civ. P. 56(d), for leave to take discovery in aid of the resolution of the pending summary judgment motion. (Doc. 31). The Ostrokis seek to take discovery to establish that all of the gas produced by Chesapeake in Pennsylvania is sold at the well. The Ostroskis contend that record evidence of this fact will render the Federal Arbitration Act ("FAA”) inapplicable to this matter, and require the Court to apply the Pennsylvania Uniform Arbitration Act ("PAA”) to this matter. However, for the reasons that follow, it is of no moment to our determination that the FAA applies to this matter whether the gas produced at the Os-troskis’ Pennsylvania well is sold at the wellhead. Thus, we shall deny the Rule 56(d) motion.
. Accord Chesapeake Appalachia, LLC v. Scout Petrol., LLC, 809 F.3d 746, 753 (3d Cir. 2016)(applying the FAA to an oil and gas lease materially identical to the Ostroskis’); Alexander v. Chesapeake Appalachia, LLC, 839 F.Supp.2d 544, 550 (N.D.N.Y. 2012)(applying FAA because the oil and gas leases "clearly evidence transactions involving commerce,” including "development of gas resources which will ultimately be placed in an interstate pipeline subject to federal regulation”); Bird v. Turner, 2015 WL 5168575, at *2 (N.D.W.Va. Sept. 1, 2015)(applying FAA because “[biased on the substance of the lease and the arbitration defendants’ assertion that the lease was intended for the extraction of natural gas to be transported in interstate commerce, it is clear that the plaintiffs’ lease ‘evidences] a transaction involving commerce.’ ” (citation omitted)); Mesa Operating Ltd. Partnership v. Louisiana Intrastate Gas Corp., 797 F.2d 238, 243 (5th Cir. 1986)("[c]itizens of different states engaged in performance of contractual obligations in one of those states are engaged in a contract involving commerce under the FAA... [because] ... [s]uch a contract necessitates interstate travel of both personnel and payments.”).
Reference
- Full Case Name
- CHESAPEAKE APPALACHIA, L.L.C. v. Edward M. OSTROSKI and Kathleen Ostroski
- Status
- Published