St. Louis Rams headquarters in Earth City
ST. LOUIS — The Missouri Court of Appeals Eastern District has affirmed a trial court ruling that a lawsuit filed by the St. Louis Regional Convention and Sports Complex Authority (RSA) against entities affiliated with the former St. Louis Rams must proceed in St. Louis Circuit Court rather than in arbitration.
The appellate court issued its decision, holding that the dispute centers on a settlement agreement between the parties, not the lease that contains the arbitration clause the Rams sought to invoke, the Nov. 18 decision stated.
The case began when RSA filed a petition for declaratory judgment, asking the circuit court to determine whether a release provision in a prior settlement agreement extinguished an option for the Rams to purchase a training facility for $1.
The option was granted in the teams’ 1996 training facility lease.
The Rams Football Company and The Los Angeles Rams, referred to collectively as the Rams Entities, moved to compel arbitration under an arbitration clause contained in that lease.
RSA argued that the matter arose under the settlement agreement, which includes a forum selection clause requiring the dispute to be heard in the St. Louis Circuit Court. The trial court agreed and denied the motions to compel arbitration, leading to this appeal.
The appellate court noted that its review of the trial court’s arbitration decision is de novo and focused solely on whether arbitration should be compelled — not on the underlying merits of the dispute.
The Rams Entities raised two points on appeal. They argued RSA’s effort to extinguish the option to purchase fell directly within the lease’s broad arbitration clause.
They also argued that even if arbitration were not required under the lease, the trial court should have concluded that the parties’ dispute fell outside the scope of the settlement agreement’s release and therefore did not affect their right to compel arbitration.
The court rejected both arguments. It concluded that the underlying dispute arises out of the settlement agreement, not the lease. The appellate opinion noted that arbitration is a matter of contract and that parties cannot be compelled to arbitrate disputes they have not agreed to submit to arbitration.
Because the parties do not dispute the validity of the arbitration clause itself, the question became whether the specific dispute falls within the scope of that clause. The court held that it does not.
According to the opinion, RSA’s petition seeks a declaratory judgment on the scope of the release included in the settlement agreement, specifically, whether the release extinguishes the option to purchase the facility.
While the option is referenced in the petition, the court noted RSA is not asking the tribunal to interpret or enforce any terms of the lease itself.
Instead, the lawsuit asks the circuit court to interpret the settlement agreement and declare the parties’ rights and obligations under that agreement. Because of this, the dispute is controlled by the agreement’s forum selection clause, and arbitration under the lease is not triggered.
The appellate panel pointed to prior Missouri case law confirming that broad arbitration provisions do not automatically encompass every future dispute between contracting parties.
It further explained that the release issue is solely a matter of interpreting the settlement agreement. Since the petition’s claims do not rely on or arise from the lease, arbitration cannot be compelled.
The court similarly rejected the Rams Entities’ alternative argument that the release does not cover the dispute.
That claim, the judges wrote, goes to the merits of the underlying case and whether the release extinguishes or waives the option, and is not an issue before the court in reviewing the denial of arbitration.
Because the question on appeal was limited to whether the matter should proceed in court or before an arbitrator, the judges declined to address the scope of the release.
Finding the trial court did not err, the appellate court affirmed the decision, concluding the dispute properly belongs in the St. Louis Circuit Court under the settlement agreement’s forum selection clause.
Presiding Judge Michael S. Wright authored the opinion, with Judges Philip M. Hess and Virginia W. Lay concurring.
Missouri Court of Appeals, Eastern District case number: ED113374
