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Ohio Valley Aluminum Company, LLC v. Hydratech Industries US, Inc.

United States District Court, E.D. Kentucky, Central Division

March 30, 2018

OHIO VALLEY ALUMINUM COMPANY, LLC, Plaintiff,
v.
HYDRATECH INDUSTRIES US, INC., Defendant.

          MEMORANDUM OPINION & ORDER

          GREGORY F VAN TATENHOVE UNITED STATES DISTRICT JUDGE

         This matter is before the Court on the Defendant's Motion to Compel Arbitration and Stay Proceedings. [R. 5.] By way of this motion, the Defendant asks the Court to compel the Plaintiff, Ohio Valley Aluminum Company, to arbitrate all of its claims. [See id.] After reviewing the parties' arguments and the relevant case law, the Court GRANTS the Defendant's Motion.

         I

         Plaintiff Ohio Valley Aluminum Company (Ovaco) “is an aluminum billet manufacturer with its principal place of business in Shelby County, Kentucky.” [R. 7 at 2.] Defendant Hydratech Industries manufactures hydraulic casting cylinders in Alabama and is headquartered in Vraa, Denmark. [See R. 5-1 at 1.] This case arises out of two quotes provided by Hydratech to Ovacao and a purchase agreement between Hydratech and Ovaco. [See R. 1-5; R. 1-6; R. 1-7.]

         Hydratech Industries entered into an agreement with Ohio Valley Aluminum Company to “FABRICATE NEW CASTING CYLINDERS AS PER QUOTE 11251” in November 2015. [R. 1-6 at 1.] Quote 11251 was requested by Dale Simpson of Ovaco per an email thread. [See R. 7-1.] Of significance in the current matter, Quote 11251 also states, “Offer Subject To Hydratech Global Terms & Conditions.” Ovaco now alleges those casting cylinders were defective and brings this suit to recover their losses. [7 at 2.]

         Curiously, parties have submitted copies of the email chain at issue and they differ in one significant respect. In the email attached to Defendant's Response, there appears to be no attachment included in the June 18, 2015, email per the email header. [[R. 7-1 at 76.] However the email reads, “Please find the attached quote for your consideration.” [R. 7-1 at 76.] Plaintiffs have submitted the same email, which does list the attachments included in the email, “Attachments: Quote 11156.pdf; Hydratech Global Terms Conditions R2.pdf.” [R. 8-2 at 1.]

         Hydratech has provided a copy of the “General Terms & Conditions of Tender & Sale, ” which contains the arbitration clause at issue here. It reads in relevant part:

Purchaser and Vendor consent and agree that all disputes, claims or controversies arising out of, relating to or in connection with this Agreement or the breach thereof shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (‘ICC') by one or more arbitrators appointed in accordance with the said rules. The place of the arbitration shall be Copenhagen, and the language of the arbitration shall be English.

[R. 1-5 at 2.]

         II

         A

         The Federal Arbitration Act (FAA) provides that arbitration clauses in commercial contracts “shall be valid, irrevocable, and enforceable, save upon such grounds exist at law or in equity for the revocation of any contract.” 9 U.S.C. § 2. “In other words, whether an arbitration clause is enforceable is governed by state law.” Stutler v. T.K. Constructors Inc., 448 F.3d 343, 345 (6th Cir. 2006). “The FAA preempts state law regarding arbitration, but state contract law governs in determining whether the arbitration clause itself was validly obtained, provided the contract law applied is general and not specific to arbitration clauses.” Glazer v. Lehman Bros., 394 F.3d 444, 451 (6th Cir. 2005). The FAA provides a “liberal federal policy favoring arbitration agreements” and “is at bottom a policy guaranteeing the enforcement of private contractual arrangements.” Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 625 (1985). “[A]ny doubts concerning the scope of arbitrable issues should be resolved in favor of arbitration.” Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 626 (1985). “[A]bsent a showing of fraud, duress, mistake, or some other ground upon which a contract may be voided, a court must enforce a contractual agreement to arbitrate.” Haskins v. Prudential Ins. Co. of America, 230 F.3d 231 (6th Cir.2000) (overruled on other grounds).

         Though Ovaco makes several pages of argument as to why Kentucky law should apply as the formation of the arbitration agreement, they do not actually cite any Kentucky law in their argument. [See R. 7 at 10-14.] In their argument section, they state, “the arbitration clause does not contain all essential elements, e.g., provision for responsibility for costs of an arbitration. These things show that there was no meeting of the minds on the same full and complete terms as is required for a valid and enforceable contract under Kentucky law.” [R. 7 at 10.] However, they do not identify or cite supporting law for either the arbitration elements they claim are missing or Kentucky state law on meeting of the minds and this Court cannot guess as to what they mean.

         The only detailed argument Plaintiffs make is that the Terms & Conditions were not attached to the email that contained the quote in question. This argument is not compelling. Kentucky state law holds that, “[t]erms and conditions incorporated by reference are enforceable.” Home Lumber Co. v. Appalachian Reg'l Hosps., Inc., 722 S.W.2d 912, 914 (Ky. Ct. App. 1987). And, “[a] contract may validly incorporate by reference a separate and noncontemporaneous ...


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