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Aliron International, Inc. v. Cherokee Nation Industries

June 28, 2006

ALIRON INTERNATIONAL, INC., PLAINTIFF,
v.
CHEROKEE NATION INDUSTRIES, INC., DEFENDANT.



The opinion of the court was delivered by: Gladys Kessler U.S. District Judge

MEMORANDUM OPINION

Plaintiff, Aliron International, Inc. ("Aliron"), brings this action for breach of contract and unjust enrichment against Defendant Cherokee Nation Industries, Inc. ("CNI"). This matter is before the Court on Defendant's Motion to Compel Arbitration and Dismiss or Stay Pending Arbitration. Upon consideration of the Motion, Opposition, Reply, and the entire record herein, and for the reasons stated below, Defendant's Motion, [#11], is granted and this case is dismissed.

I. Background*fn1

On November 23, 1998, the United States Army entered into a contract ("Prime Contract") with CNI, under which CNI was to provide certain dental services to Army personnel in Germany, beginning on January 1, 1999.

On December 30, 1998, Plaintiff entered into a Subcontract with CNI, under which Plaintiff was to provide certain services and personnel to CNI, in order for CNI to be able to perform its obligations under the Prime Contract. Pursuant to the Subcontract, Aliron was to perform 49% of the work under the Prime Contract and, in exchange, CNI would pay Aliron 49% of the net revenue CNI received from the Prime Contract. In the Subcontract, the parties agreed to submit "any dispute between [them]" "to binding arbitration in the State of Oklahoma," under the rules of the American Arbitration Association ("AAA"). Subcontract, Ex. 1 at § 28.0.

About two weeks after CNI began performance of the Prime Contract, CNI informed Aliron that a Status of Forces Agreement ("SOFA") between the United States and Germany precluded Aliron from employing personnel in Germany under the Subcontract. As a result of the SOFA, on January 3, 2000, CNI and Aliron entered into an "Agreement for Administrative Support and Transfer of Personnel" ("Support Agreement"). The Support Agreement states that it was entered into "to preserve the bargain between the parties reached in the Subcontract between Aliron and CNI . . . ." Def.'s Mot., Ex. 2 at 1. More specifically, the purpose of the Support Agreement was to "make it possible for CNI to access [Aliron's] employees for the performance of the [Subcontract]." Pl.'s Compl. ¶ 8. Accordingly, under the Support Agreement, Aliron transferred its medical services employees to CNI's payroll in exchange for CNI's payment to Aliron of approximately $100,000 per month for the life of its contract with the Army. Pl.'s Compl. ¶ 19.

Aliron brought this lawsuit alleging that "[s]tarting in April 2004 . . . CNI stopped making payments to Aliron, and has since refused to make any further payments," resulting in damages exceeding $1,800,000. Pl.'s Compl. ¶¶ 21, 29.

II. Standard of Review

Defendant has styled its Motion as a Motion to Compel Arbitration and Dismiss or Stay Pending Arbitration. Such motions are properly reviewed under the summary judgment standard of Rule 56(c). Hughes v. CACI, Inc., 384 F. Supp. 2d 89, 92-93 (D.D.C. 2005) ("'inasmuch as the district court's order to arbitrate is in effect a summary disposition of the issue of whether or not there has been a meeting of the minds on the agreement to arbitrate[,]' consideration of the motion according to the 'standard used by district courts in resolving summary judgment motions pursuant to Fed. R. Civ. P. 56(c) . . . is appropriate.'") (quoting Par-Knit Mills, Inc. v. Stockbridge Fabrics Co., 636 F.2d 51, 54 n.9 (3d Cir. 1980); also citing Nelson v. Insignia/Esg, Inc., 215 F. Supp. 2d 143, 147 (D.D.C. 2002); Lok Tio v. Wash. Hosp. Center, 2004 WL 2663149, at *2-3 (D.D.C. 2004)).

Summary judgment will be granted when the pleadings, depositions, answers to interrogatories and admissions on file, together with any affidavits or declarations, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. See Fed. R. Civ. P. 56(c). A fact is "material" if it might affect the outcome of the action under the governing law. Anderson v. Liberty Lobby, Inc. 477 U.S. 242, 248 (1986).

The party seeking summary judgment bears the initial burden of demonstrating the absence of a genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). The nonmoving party then must "go beyond the pleadings and by [its] own affidavits, or by depositions, answers to interrogatories, and admissions on file, designate specific facts showing that there is a genuine issue for trial." Id. at 324 (internal quotations omitted); see Laningham v. U.S. Navy, 813 F.2d 1236, 1242 (D.C. Cir. 1987) (nonmoving party has affirmative duty "to provide evidence that would permit a reasonable jury to find" in its favor).

In deciding a motion for summary judgment or, in this case, a motion to compel arbitration, the "court must draw all reasonable inferences in favor of the nonmoving party, and it may not make credibility determinations or weigh the evidence." Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133, 150 (2000). Ultimately, the court must determine "whether the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law." Liberty Lobby, 477 U.S. at 251-52.

III. Analysis

A. The Federal ...


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