The duty to arbitrate is contractual, and the interpretation of the contract that creates the duty is for the court. But courts will not allow a party to unravel a contractual arbitration clause by arguing that the clause was part of a contract that is voidable, perhaps because fraudulently induced. The party must show that the arbitration clause itself, which is to say the parties' agreement to arbitrate any disputes over the contract that might arise, is vitiated by fraud, or lack of consideration or assent; that in short the parties never agreed to arbitrate their disputes.
Appellant employer signed a summary of a new collective bargaining agreement with appellee union, then refused to sign the agreement because of an ambiguity in its terms about the manning of equipment. Appellant brought suit for a declaration that it had no collective bargaining contract with appellee, and appellee counterclaimed for an order to arbitrate. The district court granted summary judgment to appellee, and appellant sought review.
Is an agreement which was refused to be signed because of an ambiguity on a particular provision, enforceable as to the rest?
The court affirmed. The court stated that the only essential point at the present stage of the litigation was that whether or not there was a meeting of minds over the manning requirements, there was sufficient mutual understanding to create an enforceable contract to submit the issue to arbitration.