package, they should be construed together and should
be construed as consistent with each other . . ."); Friedman v. Manfuso,
620 F. Supp. 109, 117 (D.D.C. 1985) ("Where several instruments, executed
contemporaneously or at different times, pertain to the same
transaction, they will be read together although they do not expressly
refer to each other.") (citations omitted).
Accordingly, this Court concludes that the lease agreement dispute being
advanced by Amtrak in this lawsuit must be submitted to arbitration.
(B) Should a Preliminary Injunction be Issued Pending Arbitration?
Having found that arbitration of the lease disputes is required by the
Operating Agreement's arbitration provision, the Court is now faced with
addressing a separate issue as to whether a preliminary injunction should
be issued so that the parties' will have to maintain their contractual
relationship pending resolution of their disputes by the arbitor.*fn2
Resolution of this issue would be much more difficult in the absence of
the status quo provision contained in the Operating Agreement. This is
because unanimity by the courts is lacking on whether a preliminary
injunction is generally appropriate when arbitration is compelled by a
court. Compare Teradyne, Inc. v. Mostek Corp., 797 F.2d 43, 47 (1st Cir.
1986); Roso-Lino Beverage Distributors, Inc. v. Coca-Cola Bottling Co.,
749 F.2d 124 (2d Cir. 1984); Ortho Pharmaceutical Corp. v. Amgen, Inc.,
882 F.2d 806, 811-15 (3d Cir. 1989); Merrill Lynch, Pierce, Fenner &
Smith, Inc. v. Bradley, 756 F.2d 1048 (4th Cir. 1985); Sauer-Getriebe KG
v. White Hydraulics, Inc., 715 F.2d 348 (7th Cir. 1983), cert. denied,
464 U.S. 1070 (1984) (all holding that preliminary injunctive relief
available), with Merrill Lynch, Pierce, Fenner & Smith, Inc. v.
Hovey, 726 F.2d 1286, 1291 (8th Cir. 1984) (holding that preliminary
injunctive relief is inappropriate). This Court, however, does not have
to resolve this more difficult question because when the Operating
Agreement in this case was executed, a form of injunctive relief was
clearly contemplated pending the submission of a dispute to the
In RGI, Inc. v. Tucker & Associates, Inc., 858 F.2d 227 (5th Cir.
1988), the Fifth Circuit was confronted with a similar situation as is
presented in this case, that is, the inclusion in a contract of both an
arbitration provision and a status quo provision. Noting the general
disagreement among some of the circuits on whether a preliminary
injunction is appropriate when a court compels arbitration, the RGI Court
stated that it "need not resolve the differences between these views . . .
in order to decide this appeal; for there is an area of consensus."
Id. at 230. This was because the contract at issue in that case contained
a status quo provision stating that "[i]n the event that a dispute is
submitted for arbitration pursuant to this paragraph, this Subcontract
shall continue in full force and effect until such decision is rendered
. . ." Id. The Fifth Circuit explained that even in Hovey, where the
Eighth Circuit declined to grant injunctive relief, the court nonetheless
recognized that the issuance of a preliminary injunction may be
appropriate when a contract contemplates injunctive relief. Id. (citing
Hovey, 726 F.2d at 1291, which distinguished the circumstances before it
from those situations where courts have found preliminary injunctive
relief appropriate because "[i]n contrast, in our case we do not have
. . . a contract provision" that contemplates injunctive relief to maintain
the status quo).
Thus, the RGI Court concluded that "it was appropriate
for the district court to issue the preliminary injunction to insure that
the arbitration clause of the contract will be carried out as written
. . . [b]ecause the . . . decision to issue the preliminary injuction falls
in an area of apparent consensus among the Circuits as to preliminary
injunctions under the Federal Arbitration Act . . ." Id.
Similarly, the Second Circuit in Guinness-Harp Corp. v. Jos. Schlitz
Brewing Co., 613 F.2d 468 (2d Cir. 1980), also required specific
performance of the parties' contractual relationship when the contract at
issue contained both an arbitration clause and a status quo provision.
The Guinness-Harp Court stated that because the FAA required the
enforcement of arbitration agreements, a status quo provision in that
same contract "can be considered part of the obligation to arbitrate."
Id. at 472. The Second Circuit went on to state that "Guinness did not
simply agree to arbitration in general; it agreed to arbitration that was
to take place before the status quo between the parties had been
altered." Id. Thus, the court found that because "maintenance of the
status quo pending arbitration relates in a substantial way to the
performance of the agreement[,] Guinness is therefore entitled to specific
performance of its arbitration agreement, including the status quo
Finally, even in the Eighth Circuit, where the Hovey decision was
rendered, it is recognized that "the bargained-for terms of the Agreement
requir[ing] continued performance as part of the dispute resolution
process" will require that a preliminary injunction be issued.
Accordingly, in Peabody Coalsales Co. v. Tampa Electric Co., 36 F.3d 46
(8th Cir. 1994), the Eighth Circuit stated that when arbitration is
compelled pursuant to the FAA, the statute "requires the court to `make
an order directing the parties to proceed to arbitration in accordance
with the terms of the agreement.'" Id. at 48 (quoting 9 U.S.C. § 4).
Thus, the Peabody Coalsales Court found that "an order compelling
arbitration `in accordance with the terms of the agreement' must
necessarily include an order requiring continued performance." Id.
In this case, Section 6.6(e) of the Operating Agreement, states, in
while such arbitration proceeding is pending, the
business, the operations to be conducted, physical
plant to be used, and compensation for services under
this Agreement . . . shall continue to be transacted,
used, and paid in the manner and form existing prior
to the arising of such controversy, unless the
arbitrators shall make a preliminary ruling to the
Pet. for Arb., Ex. 1 at 28. It is clear from this language that when the
parties executed the Operating Agreement, which contains the arbitration
clause, they must have contemplated that a court would step in and issue
a preliminary injunction pending the resolution of arbitration if a party
to the agreement sought to alter the status quo before the arbitration
To allow Amtrak to unilaterally terminate its contractual obligations
in violation of what the parties agreed to in Section 6.6(e) would have
the practical effect of rendering the arbitration provision meaningless.
See Teradyne, 797 F.2d at 51 ("the congressional desire to enforce
arbitration agreements would frequently be frustrated if the courts were
precluded from issuing preliminary injunctive relief to preserve the
status quo pending arbitration and, ipso facto, the meaningfulness of the
While Amtrak asserts that this Court must undertake an analysis of the
traditional four factors in assessing whether to
grant a preliminary
injunction, this Court finds such an analysis unnecessary. This is
because the Court is simply ordering the specific performance of the
status quo provision of a contract the parties agreed to. That is what
the parties bargained for, and that is what the parties are obligated to
do. See RGI, 858 F.2d at 230 ("the court need not involve itself in
balancing the various factors to determine whether a preliminary
injunction should be issued.") (citing Mississippi Power & Light v.
United Gas Pipeline, 760 F.2d 618, 621 (5th Cir. 1985)). If under such
circumstances a court is required to conduct the traditional analysis
before granting injunctive relief, it would necessitate a consideration
of the underlying merits of the case. See, e.g., Al-Fayed v. CIA,
254 F.3d 300, 303 (D.C. Cir. 2001) (preliminary injunction analysis
requires court to decide whether "the plaintiff has a substantial
likelihood of success on the merits"). But, having concluded that the
parties must submit their disputes to arbitration, and to then engage in
the traditional preliminary injunction analysis, would inappropriately
invade the province of the aribtral forum as a result of the Court's
evaluation of the merits of the parties' substantive disputes.
Therefore, without conducting the traditional four-part analysis, this
Court will enjoin Amtrak from altering the status quo "while [the]
arbitration proceeding is pending . . . unless the arbitrators shall make
a preliminary ruling to the contrary", as is required by Section 6.6(e)
of the Operating Agreement.*fn3
For the stated reasons, this Court will compel the parties to submit
their disputes to arbitration. Furthermore, in keeping with the parties'
agreement, the Court will also order a preliminary injunction requiring
the maintenance of the status quo of the parties' contractual
relationship as called for by Section 6.6(e) of the Operating Agreement.
Finally, in sending these disputes to arbitration, the Court urges the
arbitrators to make an initial determination as expeditiously as possible
about whether to maintain the status quo pending the final arbitral
resolution of the parties' disputes.*fn4