Marbaker v. Statoil United States Onshore Props.

Marbaker v. Statoil United States Onshore Props.

Opinion

 [*58]  OPINION¹

BIBAS, Circuit Judge.

] A party cannot compel class arbitration without the opposing party's affirmative consent. A class-arbitration clause can show that consent, but a bilateral arbitration clause cannot. Alan and Carol Marbaker (and two other landowners) allege that Statoil underpaid them royalties on their oil and gas leases. The leases have arbitration clauses. So the Marbakers asked the District Court to declare either (1) that Statoil had waived any right to enforce those clauses or else (2) that those clauses allow class arbitration. Instead, the District [**2]  Court dismissed their suit, rejecting the waiver claim as unripe and the class-arbitration claim on the merits.

We will affirm. The Marbakers may assert waiver if Statoil tries to compel arbitration. Because Statoil has not done so yet, their waiver defense is unripe. And though the class-arbitration claim is ripe, it lacks merit. The clauses say nothing about class arbitration. If the parties want that, they must affirmatively agree to it.

I. Background

In exchange for royalties, some landowners lease to energy companies the right to extract oil and gas from their land. Statoil bought a share of more than 32,000 of these leases in the Marcellus Shale area in Pennsylvania and neighboring states. The landowners fall into two groups: the leases of those in the first group had arbitration clauses, while the leases of those in the second group did not. The Marbakers belonged to the first group; Cheryl Canfield, to the second group.

In 2015, the Marbakers, on behalf of the first group of landowners, filed a class-arbitration demand against Statoil to recover unpaid royalties with the American Arbitration Association (AAA). At the same time, they filed a complaint in federal district court, [**3]  seeking a declaratory judgment that their leases permit class arbitration. The parties soon agreed to mediate. So the Marbakers voluntarily dismissed their declaratory-judgment suit and agreed to stay arbitration pending mediation. Mediation lasted for about two years.

Meanwhile, in 2016, Canfield filed a class-action suit against Statoil, seeking royalties on behalf of the second group of landowners. She could do so because the leases of her class, unlike those of the Marbakers' class, lacked arbitration clauses. Statoil moved to dismiss the Canfield suit. The district court dismissed most of the Canfield class's claims. Afterwards, Canfield started negotiating a settlement of her remaining claims. Right around then, Statoil's mediation with the Marbakers broke down.

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