Glacier Park Iron Ore Properties, LLC,

1
STATE OF MINNESOTA

IN SUPREME COURT

A19-1923

Court of Appeals Gildea, C.J.

Glacier Park Iron Ore Properties, LLC,

Appellant,

vs. Filed: June 30, 2021
Office of Appellate Courts
United States Steel Corporation,

Respondent.

________________________
Beatrice C. Franklin, William Christopher Carmody, Shawn J. Rabin, Susman Godfrey
L.L.P., New York, New York; and

Richard E. Prebich, Hannah Forti, Prebich Law Office, P.C., Hibbing, Minnesota; and

Andy Borland, Sellman, Borland & Simon PLLC, Hibbing, Minnesota, for appellant.

Andrew R. Stanton, Jones Day, Pittsburg, Pennsylvania; and

Andrew M. Luger, Benjamin L. Ellison, Andrew P. Leiendecker, Jones Day, Minneapolis,
Minnesota; and

Leon F. DeJulius, Jr., Jones Day, New York, New York, for respondent.

________________________
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S Y L L A B U S
1. Unless clear and unmistakable evidence shows that the parties intended to
delegate the issue to an arbitrator , the court, not the arbitrator, decides whether a dispute
governed by the Federal Arbitration Act is arbitrable.
2. Because the contract at issue does not provide clear and unmistakable
evidence that the parties intended to delegate arbitrability to an arbitrator, the district court
properly considered whether the dispute was arbitrable and correctly concluded that it was
not.
Affirmed.
O P I N I O N
GILDEA, Chief Justice.
This appeal asks us to determine who—the district court or the arbitrator—decides
whether the parties’ dispute is subject to arbitration. The district court determined that the
court, not the arbitrator, was to decide arbitrability and that the parties’ dispute was not
subject to arbitration. The court of appeals affirmed. Because we conclude that the court
is the decision-maker and that the district court correctly concluded that the parties’ dispute
was not subject to arbitration, we affirm.
FACTS
Appellant Glacier Park Iron Ore Properties, LLC (Glacier Park) sought to compel
arbitration of its dispute with respondent United States Steel Corporation (U.S. Steel). The
parties’ dispute arises from the Carmi-Enterprise Lease (Lease) that U.S. Steel negotiated
and signed with the Great Northern Iron Ore Properties Trust (Trust). The Trust terminated
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in 2015, and the remainder of the Trust’s assets, including its rights under the Lease, were
conveyed to Glacier Park.
Glacier Park alleges that U.S. Steel wrongly procured the Lease through a breach of
the Trust’s fiduciary d uty. It further argues that U.S. Steel aided and abetted the Trust’s
breach of duty and it seeks recession of the Lease. In March 2019, Glacier Park served an
arbitration demand on U.S. Steel, and the parties agreed to suspend arbitration in an attempt
to resolve the dispute without litigation. That agreement expired in August 2019, at which
point Glacier Park filed its complaint in district court. It then filed a motion to stay further
court proceedings pending arbitration and to compel the parties to engage in arbitration.
The district court denied Glacier Park’s motion. The district court determined that
the Minnesota Revised Uniform Arbitratio n Act (“MRUAA”) , Minn. Stat. § 572B.06
(2020), and the Federal Arbitration Act (“FAA”), 9 U.S.C. § 3, dictate that the court, not
arbitrators, should decide the meaning of the arbitration clause and thus the arbitrability of
the dispute. The district court further concluded that the arbitration clause in the Lease
does not require arbitration of Glacier Park’s claim.
The court of appeals affirmed. The court of appeals held that the MRUAA
supersedes the “reasonably debatable” standard adopted in Atcas v. Credit Clearing Corp.
of Am erica, 197 N.W.2d 448 (Minn. 1972), overruled by Onvoy, Inc. v. SHAL, LLC ,
669 N.W.2d 344 (Minn. 2003), 1 and thus the district court decides arbitrability unless the

1 In Atcas, a case arising under Minnesota’s arbitration statute , Minn.
Stat. §§ 572.08–.09 (1971) , we said that “if the intention of the parties is reasonably
debatable as to the scope of the arbitration clause, the issue of arbitrability is to be initially
determined by the arbitrator.” 197 N.W.2d at 452. The Legislature amended Minnesota’s
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parties agree otherwise. The court of appeals went on to conclude that, because the Lease
is silent as to whether an arbitrator or district court decides arbitrability, the district court
appropriately decided the question. Finally, the court of appeals concluded that Glacier
Park’s br each of fiduciary duty claim is not subject to mandatory arbitration under the
Lease. Glacier Park Iron Ore Props., LLC v. U.S. Steel Corp. , 948 N.W.2d 686, 697
(Minn. App. 2020). We granted Glacier Park’s petition for further review.
ANALYSIS
Glacier Park argues that the court of appeals erred in holding that the “reasonably
debatable” standard does not apply and it contends that under that standard, an arbitrator,
not the district court, should decide whether the dispute is subject to arbitration. In the
alternative, Glacier Park argues that even if we were to adopt the “clear and unmistakable”
standard that federal courts have applied under the FAA, the arbitrator should still decide
the arbitrability of the dispute. For its part, U.S. Steel urges us to apply the federal standard,
but it argues that under either standard, the parties did not intend to delegate the question
of arbitrability to the arbitrator. U.S. Steel also argues that the claim here is not subject to
arbitration. The parties’ dispute, which involves issues of contract and statutory
interpretation, presents questions of law that we review de novo. Onvoy, Inc., 669 N.W.2d
at 349; Getz v. Peace, 934 N.W.2d 347, 353 (Minn. 2019).

statute in 2010 when it ad opted the MRUAA. See Act of Apr. 19, 2010, ch. 264, art. 1,
§ 6, 2010 Minn. Laws 499, 501 (codified at Minn. Stat. § 572B.06). The court of appeals
held that with the passage of the MRUAA, the Legislature effectively superseded the
“reasonably debatable” standard. Glacier Park Iron Ore Props., LLC v. U. S. Steel Corp.,
948 N.W.2d 686 , 692 –93 (Minn. App. 2020) . We need not resolve this statutory
interpretation question because federal law controls here.
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I.
We consider first which decision-maker—the district court or the
arbitrator—determines whether Glacier Park’s claim is arbitrable. The parties dispute the
standard we should apply to that question. Glacier Park argues that we should apply the
“reasonably debatable” standard from Atcas. But we developed that standard in a case that
arose under Minnesota’s arbitration statute. See 197 N.W.2d at 340. The parties agree that
the FAA, not Minnesota’s statute, controls here because this case involves interstate
commerce. See Onvoy, Inc., 669 N.W.2d at 351 (holding that in cases involving interstate
commerce, Minnesota courts must analyze the case under the FAA and federal cases
interpreting that act). Because the FAA controls, we look to federal law.
Under federal law, parties to a contract “may agree to have an arbitrator decide not
only the merits of a part icular dispute but also gateway questions of arbitrability, such as
whether the parties have agreed to arbitrate or whether their agreement cove rs a particular
controversy.” Henry Shein, Inc. v. Archer & White Sales, Inc., 586 U.S. ___, ___ 139 S. Ct.
524, 529 (2019) (citation omitted) (internal quotation marks omitted). And when parties
agree to arbitrate arbitrability, a court may not disregard that agreement. Id. But the FAA
provides that, in the absence of an agreement otherwise, the court is to decide arbitrability.
9 U.S.C. § 3.2
Interpreting the federal statute, the Supreme Court has adopted a clear and
unmistakable evidence standard to determine whether the parties agreed to arbitrate

2 Minnesota’s statute is in accord. See Minn. Stat. § 572B.06.
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arbitrability. See First Options of Chi ., Inc. v. Kaplan , 514 U.S. 938, 943 –44 (1995) .
Using that standard, “[c]ourts should not assume that the parties agreed to arbitrate
arbitrability unless ther e is ‘clea[r] and unmistakabl[e]’ evidence that they did so. ” Id.
(quoting AT & T Tech ., Inc. v. Commc ’ns Workers of Am. , 475 U.S. 643, 649 (1986) )
(alterations in First Options). Given that federal law applies to this case, we are bound to
apply the clear and unmistakable standard to determine whether the parties agreed to
delegate arbitrability to the arbitrator.
In urging us to reach a different conclusion, Glacier Park cites First Options to argue
that federal precedent teaches that state law applies when a court determines whe ther
contracting parties intended to delegate arbitrability questions. 514 U.S. at 944. Because
First Options looks to state law principles, Glacier Park argues that we should adhere to
the reasonably debatable standard from Atcas. Glacier Park’s argument misinterprets First
Options.
In First Options, the Supreme Court noted that “[w]hen deciding whether the parties
agreed to arbitrate a certain matter . . . courts generally . . . should apply ordinary state-law
principles that govern the formation of contracts.” 514 U.S. at 944. But the Court added
the following “important qualification, applicable when courts decide whether a party has
agreed that arbitrators should decide arbitrability: Courts should not assume that the parties
agreed to arbitrate arbitrability unless ” the clear and unmistakable evidence standard is
met. Id. The reasonably debatable standard directly conflicts with the clear and
unmistakable evidence standard . Because we analyze this case under the federal statute,
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we cannot apply the reasonably debatable standard , and must instead apply the clear and
unmistakable standard from federal caselaw.
With the applicable standard in mind, we turn to the specific agree ment at issue in
order to determine whether the parties agreed to delegate arbitrabi lity. Paragraph (A) of
the Lease’s arbitration provision specifies which disputes are subject to mandatory
arbitration:
In the event that any disagreement or controversy a rises between [Glacier
Park] and [ U.S. Steel] as to whether any of [ U.S. Steel]’s mining practices
conform to the standards stipulated herein, or as to any fact that might affect
the determination of royalty payable hereunder, or as to any fact relative to
the observance or fulfillment of the terms and obligations hereof by either
party, or as to any other matter herein specifically stated to be the subject of
arbitration, then either party may demand that such disagreement or
controversy shall be determine d by final and binding arbitration in the
manner hereinafter provided.3

This paragraph articulates the disputes that are subject to arbitration: conformance of
mining practices, royalty payment determinations, any fact relative to the observance or
fulfillment of the terms and obligations of the contract, and any other matter specifically
stated.
The arbitration clause in the Lease does not provi de that arbitrability of the claim
itself is subject to arbitration. We agree with the court of appeals that this silence does not
satisfy the clear and unmistakable standard. See First Options, 514 U.S. at 944.
But, Glacier Park argues, the breadth of the clause provides clear and unmistakable
evidence that the parties intended to delegate arbitrability. Glacier Park points to broad

3 Glacier Park does not point to , and we could not find, any other portion of the
contract that specifically states that arbitrability shall be the subject of arbitration.
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language in the arbitration clause describing the disputes subject to arbitration .
Specifically, Glacier Park contends that a dispute as to the arbitration clause is
encompassed within the meaning of “any disagreement or controversy . . . as to any fact
relative to the observance or fulfillment of the terms and obligations hereof by any party.”
Following Glacier Park’s reasoning, the clause would include all disputes regarding the
interpretation of any of the terms of the agreement. There is nothing in the Lease to indicate
that the parties intended this clause of the arbitration provision to be so broad. To the
contrary, the fact that the parties listed out four specific categories of arbitrable issues
confirms that the parties did not intend the broad agreement that Glacier Park advances.
In any event, the clear and unmistakable standard means just that. For the question
of arbitrability to be subject to arbitration, the parties must express that agreement to
arbitrate in clear language. No such language appears here. Because there is not clear and
unmistakable evidence that the parties intended to delegate arbitrability to the arbitrator ,
we hold that whether the parties’ breach of fiduciary claim is arbitrable is a question for
the court.
II.

The district court correctly determined that it was the court’s call to determine
whether Glacier Park’s claim was arbitrable . And in making that call, the district court
concluded that it was not . We now turn to consideration of that decision and examine
whether Glacier Park’s substantive claim—that the Trust breached its fiduciary duty when
executing the Lease and that U.S. Steel aided and abetted that breach —falls under the
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Lease’s arbitration provision. Determining whether a party has agreed to arbitrate a
particular dispute is a matter of contract interpretation that we review de novo. Johnson v.
Piper Jaffray, Inc., 530 N.W.2d 790, 795 (Minn. 1995); see First Options, 514 U.S. at 943.
A party cannot be required to arbitrate claims that they have not agreed, by contract,
to arbitrate. Johnson, 530 N.W.2d at 795; AT & T Tech. , Inc., 475 U.S. at 648. Courts
examine the language of the agreement to determine the scope of the arbitration c lause.
See Onvoy , Inc. , 669 N.W.2d at 349 ; First Options , 514 U.S. at 943. When analyzing
whether the substantive claim is subject to an agreement to arbitrate, “[a]ny doubt with
respect to the intent of the parties regarding the scope of arbitration should be resolved in
favor of arbitration.” Onvoy, Inc., 669 N.W.2d at 351; see Moses H. Cone Mem’l Hosp. v.
Mercury Constr. Corp., 460 U.S. 1, 24–25 (1983)
Glacier Park, citing Minn. Stat. § 572B.06(c) and Onvoy, argues that its claim is
arbitrable because contract validity claims are presumptively arbitrable. Minnesota
Statutes § 572B.06(c) states that “[a]n arbitrator shall decide whether a condition precedent
to arbitrability has been fulfilled and whether a contract containing a valid agreement to
arbitrate is enforceable.” Glacier Park argues that this provision demonstrates that contract
validity claims are presumptively arbitrable and, therefore, Glacier Park ’s breach of
fiduciary duty claim is arbitrable even if it is not expressly covered under the Lease’s
arbitration clause. But, as we conclude above, the FAA, not Minnesota’s statute, controls
here. Moreover, to read Minn. Stat. § 572B.06(c) as broadly as Glacier Park suggests runs
afoul of the well -settled principle that a party cannot be required to arbitrate claims that
they have not agreed, by contract, to arbitrate. See Granite Rock Co. v. Int ’l Bhd. of
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Teamsters, 561 U.S. 287, 299 (2010) (“Arbitration is strictly a matter of consent, and thus
is a way to resolve those disputes —but only those disputes —that the parties have agreed
to submit to arbitration .” (citations omitted) (internal quotation marks omitted )); see also
Johnson, 530 N.W.2d at 795.
Glacier Park’s argument regarding Onvoy is no more persuasive. In Onvoy, we held
that an arbitration clause in which the parties agreed to arbitrate all claims “arising under
the contract” encompassed contract formation claims. 669 N.W.2d at 351. In other words,
when parties use broad arbitration clause s such as the one in Onvoy, courts enforce those
clauses as written and the parties will need to carve out any issue they do not want to go to
arbitration. This analysis from Onvoy is helpful only by way of negative inference: The
Lease at issue here does not contain the broad agreement to arbitrate all claims “arising
under the contract,” which suggests that the parties did not, in fact, intend for the arbitration
clause to apply broadly.4
Unlike the clause at issue in Onvoy, the arbitration provision in the Lease is not
sufficiently broad to include contract formation claims. In fact, the Lease limits issues for
arbitration to those “herein specifically stated.” This language confirms that the parties did

4 In cases where arbitration provisions have been found to include contract formation
claims, the arbitration clauses are broader than tha t at issue here. See Prima Paint Corp.
v. Flood & Conklin Mfg. Co ., 388 U.S. 395, 398, 406 (1967) (holding that the arbitration
provision, which provides for arbitration of “[a]ny controversy or claim arising out of or
relating to this Agreement, or the breach thereof,” includes fraudulent inducement claims);
Houlihan v. Offerman & Co., Inc., 31 F.3d 692, 693–94, 696 (8th Cir. 1994) (holding that
an arbitration clause covering “all controversies [between the parties] concerning any order
or transaction” encompassed contract formation claims); Onvoy, Inc., 669 N.W.2d at 352
(“[T]he language ‘a rising under’ in the arbitration clause . . . appears broad enough to
encompass some issues regarding contract formation.”).
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not make a broad agreement to arbitrate all disputes but intended to limit arbitration to the
specified controversies.
Finally, Glacier Park points to the agreement to arbitrate “any disagreement or
controversy between [the parties] as to any fact relative to the observance or fulfillment of
the terms and obligations hereof by either party .” But that clause plainly does not
encompass a claim about the formation of the contract, such as Glacier Park’s claim. The
definitions of “observance” and “fulfillment” confirm that the clause covers disputes about
a party’s compliance with a requirement of the contract, not claims about the formation of
the contract.5
In sum, the arbitration clause in the Lease identifi es four specific types of disputes
that the parties agree d to arbitrate. Because a claim as to contract formation, such as
Glacier Park’s breach of fiduciary claim, is not one of those disputes, we hold that the claim
is not subject to arbitration.
CONCLUSION
For the foregoing reasons, we affirm the decision of the court of appeals.
Affirmed.

5 “Observance” is defined as “[t]he act or practice of observing or complying with a
law, custom, command, or rule.” The American Heritage Dictionary 1216 (5th ed. 2011).
“Fulfillment” is defined as “[t]o meet a requirement or condition.” Id. at 708.