United States District Court, D. Idaho
SBP LLLP, an Idaho limited liability limited partnership; JRS PROPERTIES III LP, an Idaho limited partnership; and J.R. SIMPLOT FOUNDATION, INC., an Idaho corporation, Plaintiffs,
HOFFMAN CONSTRUCTION COMPANY OF AMERICA, an Oregon corporation, Defendant.
MEMORANDUM DECISION AND ORDER
C. NYE U.S. DISTRICT COURT JUDGE
before the Court is Defendant Hoffman Construction Company of
America's (“Hoffman”) Motion to Dismiss. Dkt.
6. On December 12, 2019, the Court held oral argument and
took the motion under advisement. Upon review, and for the
reasons set forth below, the Court finds good cause to DENY
Defendant's Motion to Dismiss at this time because there
are factual disputes as to whether the parties agreed to
2009 to 2012, Hoffman entered into three separate contracts
with SBP LLLP (“SBP”), JRS Properties III LP
(“JRS”), and J.R. Simplot Foundation, Inc.
(“Foundation”) (collectively, the
“Plaintiffs”) to demolish and construct certain
improvements on real property located in Ada County.
2009, Hoffman and SBP entered into a written contract based
on a standard form agreement drafted by the American
Institute of Architects (“AIA”), specifically the
AIA Document A121-2003,  as modified by the parties (“SBP
Agreement”). Dkt. 9-3. On or about July 28, 2009,
Hoffman signed the agreement that, for a specified price, it
would work as a construction manager for the construction of
certain improvements on real property located in Ada County
and owned by SBP; SBP subsequently signed the agreement on or
about October 14, 2009.
February 2010, Hoffman and Foundation entered into a written
contract based on the AIA Document A121-2003 standard form
agreement, as modified by the parties (“Foundation
Agreement”). Dkt. 9-1. Hoffman agreed that, for a
specified price, it would work as a construction manager for
the construction of certain improvements on real property
located in Ada County and owned by Foundation.
January 2012, Hoffman and JRS entered into a written contract
based on the AIA Document A133-2009 standard form agreement,
as modified by the parties (“JRS Agreement”).
Dkt. 9-6. Hoffman agreed that, for a specified price, it
would work as a construction manager for the demolition and
subsequent construction of certain improvements on real
property located in Ada County and owned by JRS.
31, 2019, Hoffman filed a demand for arbitration and
mediation with the American Arbitration Association, claiming
breach of contract damages for costs it had incurred
associated with delays to the contracted construction on all
three projects. On July 1, 2019, Hoffman filed an amended
demand for arbitration and mediation.
14, 2019, Plaintiffs filed a complaint in District Court for
the Fourth Judicial District of Idaho. On June 17, Plaintiffs
filed an amended complaint in which they alleged two causes
of action. The first cause of action requested a judicial
declaration under Idaho Code § 10-1201 that the SBP
Agreement, Foundation Agreement, and JRS Agreement
(collectively “the Agreements”) do not include
agreements to arbitrate with Hoffman. The second cause of
action requested a stay of Hoffman's arbitration demand
under Idaho Code § 7-902(b).
11, 2019, Hoffman removed the case to this Court on diversity
jurisdiction grounds pursuant to 28 U.S.C. § 1332.
Hoffman is an Oregon corporation and Plaintiffs are Idaho
companies and partnerships. The underlying action concerns
Hoffman's arbitration claim for $4, 665, 988.65.
18, 2019, Hoffman filed the pending motion to dismiss
pursuant to Federal Rule of Civil Procedure 12(b)(1). The
motion is now ripe.
APPLICABLE LEGAL STANDARD
response to Hoffman's motion to dismiss for lack of
subject matter jursidiction, Plaintiffs observe that Hoffman
relied on evidence outside the pleadings in its motion.
Accordingly, Plaintiffs argue that Hoffman's motion to
dismiss is in fact a motion to compel arbitration and
therefore should be reviewed under a motion for summary
judgment standard. In its reply, Hoffman implicitly concedes
that Plaintiffs are correct. See Dkt. 13, at 8.
(“While a summary judgment standard may properly apply
to this motion . . . .”). When the Court asked during
oral argument if the pending motion might be more properly
construed as a motion to compel, both parties agreed, and
Hoffman explicitly acknowledged the Court has subject-matter
jurisdiction over the case.
the pending motion is formally styled as motion to dismiss,
the Court considers it a motion to compel under 9 U.S.C.
§ 4 of the Federal Arbitration Act (“FAA” or
district court, when considering a motion to compel
arbitration which is opposed on the ground that no agreement
to arbitrate has been made between the parties, should give
to the opposing party the benefit of all reasonable doubts
and inferences that may arise.” Three Valleys Mun.
Water Dist. v. E.F. Hutton & Co., 925 F.2d 1136,
1141 (9th Cir. 1991) (quoting Par-Knit Mills, Inc. v.
Stockbridge Fabrics Co., Ltd., 636 F.2d 51, 54 & n.9
(3d Cir. 1980)). Thus, however the original motion was
formally styled, a motion to compel arbitration is decided
according to the standard similar to the one used by district
courts in resolving summary judgment motions pursuant to
Federal Rule of Civil Procedure Rule 56. Concat LP v.
Unilever, PLC, 350 F.Supp.2d 796, 804 (N.D.
Cal. 2004) (citation omitted).
judgment is proper “if the movant shows that there is
no genuine dispute as to any material fact and the movant is
entitled to judgment as a matter of law.” Fed.R.Civ.P.
56(a). The Court's role at summary judgment is not
“to weigh the evidence and determine the truth of the
matter but to determine whether there is a genuine issue for
trial.” Zetwick v. Cty. of Yolo, 850 F.3d 436,
441 (9th Cir. 2017) (citation omitted). In considering a
motion for summary judgment, the Court must “view[ ]
the facts in the non-moving party's favor.”
Id. To defeat a motion for summary judgment, the
respondent need only present evidence upon which “a
reasonable juror drawing all inferences in favor of the
respondent could return a verdict in [his or her]
favor.” Id. (citation omitted).
Court must enter summary judgment if a party “fails to
make a showing sufficient to establish the existence of an
element essential to that party's case, and on which that
party will bear the burden of proof at trial.”
Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986).
The respondent cannot simply rely on an unsworn affidavit or
the pleadings to defeat a motion for summary judgment; rather
the respondent must set forth the “specific facts,
” supported by evidence, with “reasonable
particularity” that precludes summary judgment. Far
Out Productions, Inc. v. Oskar, 247 F.3d 986, 997 (9th
threshold matter, the parties initially disputed whether
federal or state law governs. Hoffman relied on the Federal
Arbitration Act, 9 U.S.C. §§ 1 to 16, in moving to
compel, but Plaintiffs originally contended that Idaho's
Uniform Arbitration Act governs. See Idaho Code
§§ 7-901-902. The Court will resolve this dispute
for the sake of clarity, but “it is largely an academic
one because the federal and state acts are
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