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Dome Technology, LLC v. Golden Sands General Contractors, Inc.

United States District Court, D. Connecticut

November 3, 2017




         Dome 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 proceedings.

         For the reasons stated below, the Defendants' Motion to Compel will be GRANTED and the case will be STAYED pending arbitration.

         I Factual and Procedural Background

         Plaintiffs, 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.

         In 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 ¶ 11.

         Several 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.[1] See SAA at 6-7, Am. Compl., Ex. A, ECF No. 33-1.

         The SAA 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 § 5.3.

         The SAA 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 to arbitration:

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 arbitration.

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.

         The SAA 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 terminations.” Id.

         As 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.

         Following 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.

         Dome 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 ...

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