United States District Court, N.D. Ohio, Western Division
MEMORANDUM OPINION AND ORDER
Jeffrey J. Helmick United States District Judge
me are Plaintiff and Defendant's cross-motions for
summary judgment on Plaintiff's claim to contractual
attorney fees. (Doc. Nos. 32 & 33). Each filed a
memorandum in opposition to the motion of the other. (Doc.
Nos. 34 & 35).
1998, Plaintiff Bay Shore Power Company and Defendant Oxbow
Energy Solutions LLC executed the Limestone Supply Agreement
(“LSA”), whereby Oxbow would deliver limestone to
Bay Shore for a certain price on a long-term basis. When the
terms of the LSA became disadvantageous to Oxbow in 2012, a
dispute arose. To resolve this dispute, the parties followed
the Dispute Resolution Procedures of the LSA as required by
Section 15.6, (Doc. No. 7-1 at 20), and went to arbitration
arbitration, both parties requested attorneys' fees, but
Oxbow did so “only ‘to the extent provided by the
LSA.'” (Doc. No. 12-6 at 5). When evaluating the
requests for attorneys' fees, the arbitration panel
looked to subsections (b)(iv) and (b)(v) of the Dispute
Resolution Procedures, which state,
(iv) Binding Nature. Any decision rendered by the arbitrators
pursuant to any arbitration shall be final and binding upon
the parties hereto, and judgment may be entered upon it in
accordance with Applicable Law in any court of competent
jurisdiction, including award of damages or injunctive
relief, and may, in the discretion of the panel, assess the
costs of the arbitration (including reasonable fees and
expenses of the members of the panel) against any party as
the panel shall determine (but excluding attorneys' fees
which shall be borne by each party individually); provided,
that the arbitrators shall have no power or jurisdiction to
alter or modify any express provision to any agreement that
is the subject of such arbitration or to make any award
which, by its terms or effect, alters or modifies any such
express provision. Any party to such arbitration may appeal
to any State or Federal court of competent jurisdiction
sitting in Cleveland, Ohio on the basis that the panel has
made a mistake of law or the panel's finding or award is
against the weight of evidence or is beyond the power or
jurisdiction of the panel.
(v) Costs and Expenses. The prevailing party in any
arbitration or court proceedings shall be reimbursed by the
other party for all costs, expenses and charges, including,
without limitation, reasonable attorneys' fees, incurred
by said prevailing party.
(Doc No. 7-1 at 27-28).
analysis of the issue, the arbitration panel noted that
“subsection (b)(v) seems to contradict subsection
(b)(iv)” and held that, due to the unclear language,
the LSA did not give the panel jurisdiction to award
attorneys' fees. (Doc. No. 12-6 at 5). Even so, the panel
went on to analyze whether a “subsequent agreement
conferred such jurisdiction.” (Id.).
Ultimately, the panel held it did not have jurisdiction to
award attorneys' fees, reasoning that,
even though there is some ambiguous and contradictory
language in the LSA, one section of the LSA on its face
contains language that prohibits the award of attorneys'
fees by an arbitration panel. Since, Oxbow's request
specifically acknowledges that it was limited by the language
of the LSA, we do not find that the parties agreed through
their pleadings to waive the language of the LSA.
deciding it did not have jurisdiction to award attorneys'
fees, the arbitration panel resolved the underlying dispute
in favor of Bay Shore and awarded Bay Shore “$4, 868,
326.47 plus interest at the statutory rate from the date of
th[e] Award.” (Id. at 15). Subsequently, Bay
Shore brought this action to confirm the arbitration award
and obtain attorneys' fees incurred during arbitration.
(Doc. No. 1). After some motion practice, the parties filed a
joint stipulated motion to resolve the confirmation-of-award
issue proposing that Oxbow would pay Bay Shore the amount
awarded plus interest accrued through March 30, 2018 on or
before March 30, 2018. (Doc. No. 25). I granted this
stipulated motion. (Doc. No. 26). Accordingly, all that
remains is Bay Shore's claim to arbitration-related