United States District Court, D. Connecticut
DOME TECHNOLOGY, LLC, and DOME TECHNOLOGY USA, INC. Plaintiffs,
GOLDEN SANDS GENERAL CONTRACTORS, INC., and AMERICAN BUSINESS CONTINUITY DOMES, Defendants.
RULING ON DEFENDANTS' MOTION TO DISMISS AND
A. BOLDEN UNITED STATES DISTRICT JUDGE
Technology, LLC, and Dome Technology USA, Inc., (together,
“Plaintiffs” or “Dome Technology”),
filed this lawsuit seeking to recover putative damages from a
breach of contract and guarantee related to a construction
project at a nuclear power facility in Waterford,
Connecticut. Golden Sands General Contractors, Inc.,
(“Golden Sands”), and American Business
Continuity Domes, (“ABC Domes”) (together
“Defendants”), filed this motion seeking to
compel arbitration and either dismiss the case or stay
reasons stated below, the Defendants' Motion to Compel
will be GRANTED and the case will be
STAYED pending arbitration.
Factual and Procedural Background
a limited liability company and a corporation, both based in
Idaho, “specializ[e] in the construction of large-scale
industrial bulk storage reinforced concrete domes.” Am.
Compl. ¶ 1, ECF No. 33. Defendants are a Florida
corporation that specializes in leasing concrete domes, ABC
Domes, and a construction company offering general
contracting services, Golden Sands. Id. at ¶
2-3. Both Defendants allegedly share identical principals.
Id. at ¶ 4.
December 2012, the parties entered into an agreement to bid
on, procure materials for, and construct a series of
“business continuity and disaster dome projects.”
Am. Compl. ¶ 10. The domes were to be marketed to
companies as protection for future natural disasters: a
company might keep their computer servers, for instance,
within the dome built by the parties and, in so doing,
“allow the company's systems to remain operational
during and after natural disasters.” Id. at
separate agreements allegedly governed the relationship
between the parties, each maintaining that the parties would
stay separate and distinct entities. Id. at ¶
¶ 12-14. All four parties - Plaintiffs, Dome Technology
USA, Inc., and Dome Technology LLC, and Defendants, American
Business Continuity Domes, Inc., and Gold Sands General
Contracts, Inc. - signed the Strategic Alliance Agreement
(“SAA”), effective December 17,
2012. See SAA at 6-7, Am. Compl., Ex.
A, ECF No. 33-1.
laid out the responsibilities and obligations of the parties
in undertaking “Cooperative Projects.” ABC Domes
undertook to “[f]acilitate a mutually acceptable
project construction agreement between Golden Sands as
general contract and Dome Technology as subcontractor . . .
.” SAA at § 5.2. Additionally, they agreed that
“ABC Domes guarantees Golden Sands' payment
obligations to Dome Technology under any subcontract subject,
however, to Golden Sands' contractual rights of setoff,
chargeback and other nonpayment defenses provided for in the
subcontract.” SAA at § 7.1. Dome Technology
committed to provide construction services, market the
services of the parties, and maintain liability insurance.
SAA at § 5.1. All parties were required to
“[a]gree with Golden Sands upon a standard set of
construction general terms and conditions to be included in
any general construction contract between Golden Sands and
project customers and in the corresponding subcontract
between Golden Sands and Dome Technology.” SAA at
also contained a dispute resolution section. SAA at §
14.4. The SAA provided that the parties would first try to
resolve any disputes through non-binding mediation.
Id. Disputes not resolved by mediation would proceed
Any dispute, claim, or controversy arising solely between the
Parties out of or relating to any interpretation,
construction, performance or breach of this Agreement
(including both actions in contract and in tort) arising out
of or relating to the enforcement of this Agreement (relief
(including damages, rescission, specific performance,
injunction, and punitive damages) that is not resolved by
nonbinding mediation shall be settled exclusively by
Id. The SAA required that those proceedings occur in
a mutually agreeable location, or in Orlando, Florida, if the
parties could not agree on a location, and proceedings had to
begin within one year after the claim arose. Id.
Additionally, “[j]udgment whether in damages or
injunction or otherwise may be entered on the
arbitrator's decision in any court having competent
jurisdiction, the same as if the arbitration decision had
originally been rendered by that court.” Id.
stated that it “shall remain intact for fifteen (15)
years, then the Parties will review and assess the
results” and seek to continue the agreement. SAA at
§ 14.3. The agreement could be modified or terminated,
“providing all Parties agree to such modifications or
contemplated in the SAA, Dome Technology and Golden Sands
then entered into their own Master Subcontract Agreement
(“MSA”). MSA, Am. Compl., Ex. B, ECF No. 33-2.
The MSA governed the work and terms for both parties. The
agreement stated that, by its terms, “[t]his agreement
supersedes all prior agreements, written or oral, between
Golden Sands and either Subcontractor relating to the subject
matter of this agreement.” MSA at 1. The MSA also
contained a section on choice of law and jurisdiction related
to disputes about the MSA. It stated:
10. LEGAL NOTICES AND DISPUTES. in order to avoid conflicts
of law, if a dispute arises out of either Party's
performance under a Subcontract Agreement, then the validity,
interpretation and performance of this Agreement shall be
governed by the Laws of the State in which the corresponding
Subcontract-Agreement project is located. In the absence of a
disputed Subcontract Agreement as provided above, the
validity, interpretation, and performance of this Agreement,
standing alone, shall be governed by the Laws of the State of
Florida and in such case only any judicial proceeding shall
be brought in the County of Miami-Dade, Florida within two
(2) years of the date the cause of action accrued, but in no
event after final payment to the Subcontractor. Subcontractor
agrees to participate in and be bound by any proceedings
which directly or indirectly relates to this Agreement
(litigation, arbitration and/or mediation). No dispute or
controversy shall interfere with the progress of the
construction and Subcontractor shall proceed with the work
without causing interruption, deficiency or delay.
Notwithstanding anything in the foregoing to the contrary,
the exclusive legal jurisdiction as well as the validity,
interpretation, and performance under any Subcontract
Agreement shall be in the appropriate courts of and governed
by the Laws of the State where the project that is the
subject of the Subcontract Agreement is located.
MSA at § 10.
the Fukushima nuclear power plant failure in Japan, Dome
Technology alleges that its owner presented at a nuclear
conference in Virginia. Am. Compl. ¶ 25-26. The
presentation allegedly gave rise to several contracts to
build domes for nuclear power stations throughout the United
States. Id. at 27-28. One of these contracts was
awarded for the Millstone Nuclear Power Plant in Waterford,
Connecticut. Id. at 30. See also
Subcontract, Am. Compl., Ex. C, ECF No. 33-4.
Technology alleges that ABC Domes and Golden Sands entered
into the contract with the power plant as a joint venture.
Id. at ¶ 33. Golden Sands and Dome
Technologies entered into a subcontract agreement as required
by the MSA, and Dome Technologies alleges they began working
on the project. Id. at ¶¶ 37-38. Dome
Technologies then alleges that, “[a]t some point during
the construction process, Golden Sand requested that Dome
Technology assign certain portions of Dome Technology's
scope of work on the Millstone Project over to Golden
Sands.” Id. at 39. Dome Technology further
alleges that ...