and denies Conrail's petition to compel arbitration.
Resolution of the present controversy requires the Court to consider the scope of the Federal Arbitration Act. See 9 U.S.C. § 2. The Act was passed in an effort to make agreements to arbitrate valid and enforceable in the federal courts. Congress noted that in the past, courts had "in the main . . . denied relief to the parties seeking to compel the performance of executory agreements to settle and determine disputes by arbitration." S. Rep. No. 536, 68th Cong., 1st Sess. 2 (1924). Since the Act's promulgation, the Supreme Court has liberally endorsed agreements to arbitrate. See Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 105 S. Ct. 3346, 3353, 87 L. Ed. 2d 444 (1985). This strong federal policy has given rise to a presumption in favor of arbitration. The Supreme Court has written that all doubts should be resolved in favor of the Act's coverage. See AT&T Technologies, Inc. v. Communications Workers of Am., U.S., 475 U.S. 643, 106 S. Ct. 1415, 1419, 89 L. Ed. 2d 648 (1986).
Notwithstanding this important federal policy, not all disputes are arbitrable. It is settled law that it is the duty of courts, not arbitrators, to decide whether a particular arbitration clause is operative. See AT&T Technologies, Inc., supra, 106 S. Ct. at 1418. Courts should depart from this rule only when the clear and unmistakable language of the arbitration clause demonstrates the intent of the parties to have an arbitrator make this initial determination. Id. In support of its petition to compel arbitration, Conrail argues that the arbitration clause at issue contains such language. See Conrail's Motion to Compel Arbitration at 14. In support, Conrail points to language in the Agreement that section 4.3 governs "any claim or controversy between Amtrak and Conrail concerning the interpretation, application or implementation of this Agreement. . . ." Freight Operating Agreement at § 4.3. While this language is undoubtedly broad, the Court does not believe that it "clearly and unmistakably" provides that arbitrability must be decided by an arbitrator. Language sufficient to give the decision to an arbitrator must expressly state the parties' intent to take the decision away from a court; it is not enough that broad language might be read to embrace the conclusion. As no explicit language is present, the Court will resolve the threshold issue.
In evaluating the propriety of submitting a case for arbitration, the first question, always, is whether the parties have agreed to arbitrate the dispute. Where a contract contains an arbitration clause, there is a presumption that the parties intend arbitration. See AT&T Technologies, Inc., supra, 106 S. Ct. at 1419. In such cases, the Supreme Court has held that the intent to arbitrate should be found "unless it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute." Id. (citing to Steelworkers v. Warrior & Gulf Co., 363 U.S. 574, 582-83, 4 L. Ed. 2d 1409, 80 S. Ct. 1347 (1960)). The language at issue, requiring "any claim or controversy" arising under the Freight Operating Agreement to be settled by arbitration, demonstrates a manifest intent to arbitrate. As such, the Court finds that Conrail has satisfied the first criterion for compelling arbitration.
Having determined that the parties intended to arbitrate this dispute, the Court must next ascertain "whether legal constraints external to the parties' agreement forecloses the arbitration of [their] claims." Mitsubishi Motors Corp., supra, 105 S. Ct. at 3355. Section 2 of the Federal Arbitration Act states the legal requirements for a proper arbitration clause. The Act recites, in relevant part,
[a] written provision in . . . a contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such a contract . . . shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.