Matter of Monarch Consulting, Inc. v. National Union Fire Ins. Co. of Pittsburgh, PA.

Gische, J.

(dissenting). Before we even reach the issue regarding whether the payment agreements are legally enforceable, the court first needs to determine whether it is the court or the arbitrators that decide the issue. I respectfully dissent because I believe that at this stage of the dispute the arbitrators, and not the court, should decide the gateway issue of whether the payment agreements containing the arbitration clauses are enforceable.

In each of the three cases before the court, the insurance companies issued workers’ compensation policies to the insureds which covered workers in the State of California. The original insurance policies that were issued were filed with the Workers’ Compensation Insurance Rating Bureau (WCIRB) in accordance with California Insurance Code § 11658. Separately made agreements among the parties concerning the insureds’ payment obligations under the policies (payment agreements) were never filed with the WCIRB. Each of the payment agreements contains provisions requiring that all disputes among the parties related to the agreements be resolved by arbitration. The arbitration provisions are broad, reserving for the arbitrators the right to decide all disputes, expressly including any issues regarding arbitrability. Although the insureds seek only to invalidate the arbitration provisions in each of the payment agreements, based on the insurer’s failure to file the payment agreements with the WCIRB, this necessarily and inextricably implicates the validity of the payment agreements as a whole. Consequently, pursuant to the parties’ respective payment agreements and the United States Federal Arbitration Act (9 USC § 1 et seq.) (FAA), the underlying legal issue regarding the validity of the payment agreements should be decided by the arbitrators in the first instance.

In each of these cases, the primary provisions of the underlying payment agreements extended the time within which the insured was required to pay its premiums conditioned on the posting of collateral. Each payment agreement also contained an arbitration clause requiring that any disputes regarding the *76payment obligations as well as “any other unresolved dispute arising out of this agreement” be arbitrated. The payment agreements all state that the arbitrators “will have exclusive jurisdiction over the matter in dispute, including the question as to its arbitrability.” Each payment agreement also provides that the arbitration “must be governed by the United States Arbitration Act. Title 9 USC Section 1, et seq.”

There is a strong public policy in favor of arbitration. Agreements to arbitrate that fall within the ambit of the FAA must be enforced according to their terms (see KPMG LLP v Cocchi, 565 US —, * —, 132 S Ct 23, 24 [2011]; Flanagan v Prudential-Bache Sec., 67 NY2d 500, 506 [1986]; Matter of Smith Barney Shearson v Sacharow, 91 NY2d 39 [1997]).

The disputes presently before the court involve whether the agreement to arbitrate is'valid and who should make that decision. The primary argument by the insureds is that the payment agreements are part of the overall workers’ compensation insurance policies which, pursuant to California Insurance Code § 11658, must be filed with the WCIRB so that the Commissioner of Insurance can have a 30 day period to review whether the policies comply with applicable law. Because the payment agreements were never filed, the insureds argue that the arbitration provisions contained therein are invalid and unenforceable.

FAA § 2 “embodies the national policy favoring arbitration and places arbitration agreements on [an] equal footing with all other contracts” (Buckeye Check Cashing, Inc. v Cardegna, 546 US 440, 443 [2006]). Like any other contract, arbitration agreements may be invalidated by generally applicable contract defenses, such as fraud, duress or unconscionability (Doctor’s Associates, Inc. v Casarotto, 517 US 681 [1996]). FAA § 2 provides:

“A written provision in . . . contract ... to settle by arbitration a controversy thereafter arising out of such contract ... or an agreement in writing to submit to arbitration an existing controversy arising out of such a contract. . . shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract” (9 USC § 2).

In interpreting FAA § 2, the Supreme Court of the United States has repeatedly held that where a party’s challenge is to the contract as a whole, and not specifically related to the arbitration clause, the issue of the contract’s validity is *77considered by the arbitrator in the first instance (see Rent-A-Center, West, Inc. v Jackson, 561 US 63 [2010]; Buckeye Check Cashing, Inc. v Cardegna, 546 US 440 [2006]; Prima Paint Corp. v Flood & Conklin Mfg. Co., 388 US 395 [1967]). As explained by the Supreme Court in its most recent decision on the issue:

“There are two types of validity challenges under § 2: One type challenges specifically the validity of the agreement to arbitrate, and [t]he other challenges the contract as a whole, either on a ground that directly affects the entire agreement (e.g., the agreement was fraudulently induced), or on the ground that the illegality of one of the contract’s provisions renders the whole contract invalid. . . . [W]e held that only the first type of challenge is relevant to a court’s determination whether the arbitration agreement at issue is enforceable. That is because § 2 states that a written provision to settle by arbitration a controversy is valid, irrevocable, and enforceable without mention of the validity of the contract in which it is contained. Thus, a party’s challenge to another provision of the contract, or to the contract as a whole, does not prevent a court from enforcing a specific agreement to arbitrate. [A]s a matter of substantive federal arbitration law, an arbitration provision is severable from the remainder of the contract” (Rent-A-Center, 561 US at 70) [internal quotation marks and citations omitted]).

Although the insureds in this case claim that they are only attacking the validity of the arbitration clauses, and that the validity of those clauses should be decided by the court and not the arbitrators, this position does not withstand scrutiny. If the failure to file the payment agreements with WCIRB renders the arbitration provisions unenforceable, it would likewise render all other provisions of the payment agreements unenforceable for the same reason. Consequently, the impact of the insureds’ argument is not limited solely to the arbitration clauses contained within the payment agreements. Nor do we know, as the majority suggests, that the insureds have no intention of pursuing a claim that the payment agreements are unenforceable in toto once that issue is before an appropriate tribunal.

The difficulty of conceptually, logically and legally separating enforceability of the arbitration clauses from the validity of the *78payment agreements as a whole is manifest. Even the majority’s reasoning is based on a conclusion that because the payment agreements as a whole are unenforceable, the arbitration provisions contained therein are likewise unenforceable. While I take no position on the majority’s legal analysis on the ultimate issue of enforceability, it demonstrates that the insureds’ failure to file argument is fundamental to the validity of the entire payment agreement and not just limited to the arbitration clauses.

I also disagree with the majority’s conclusion that pursuant to the McCarran-Ferguson Act, inverse preemption precludes application of the FAA. The McCarran-Ferguson Act (15 USC § 1012 [b]) provides that no act of Congress shall be construed to invalidate, impair or supercede any state law enacted for the purpose of regulating the business of insurance. Courts will preclude the application of a federal statute if the four following factors are all established: (1) the statute does not “specifically relate” to the business of insurance; (2) the acts challenged under the statute constitute the “business of insurance”; (3) the state has enacted laws regulating the challenged acts; and (4) the state laws would be “superceded, impaired or invalidated” by application of the federal statute (Securities Exch. Commn. v Waltzer & Assoc., 122 F3d 1057, *2 [2d Cir 1997]; Merchants Home Delivery Serv., Inc. v Frank B. Hall & Co., Inc., 50 F3d 1486, 1489 [9th Cir 1995]).

While I agree with the majority that factors (1) and (2) are satisfied, I disagree with its finding that factors (3) or (4) are satisfied. Neither California Insurance Code § 11658, nor any other provision of the California Workers’ Compensation Laws, provide an express or implied prohibition against arbitration in insurance disputes (see e.g. ESAB Group, Inc. v Zurich Ins. PLC, 685 F3d 376 [4th Cir 2012] [recognizing that South Carolina Law invalidating arbitration agreements in insurance policies reverse preempts chapter 1 of the FAA to domestic insurance polies under McCarran-Ferguson Act]; McKnight v Chicago Tit. Ins. Co., Inc., 358 F3d 854 [11th Cir 2004] [Georgia Arbitration Code excluding arbitration provisions in insurance contracts warranted reverse preemption of FAA under McCarran-Ferguson Act]). The settlement in the Zurich action (Matter of Zurich Am. Ins. Co., Cal Ins Commr, file No. DISP2011-00811) demonstrates that the California Department of Insurance has no fundamental opposition to arbitration clauses, because the agency approved and expressly agreed that all future forms of the agreements at issue in that litigation would *79continue to require binding arbitration for the resolution of disputes.

Relatedly, arbitration does not impair the California legal requirement that workers’ compensation insurance policies must be filed, thereby providing the Commissioner of Insurance with an opportunity to review the policies, because California law does not restrict the power of an arbitrator to address whether the payment agreements in these cases were required to be filed, and if so, what the consequences for the failure to file the agreements would be (In re Arbitration Between Natl. Union Fire Ins. Co. of Pittsburgh, P.A. v Personnel Plus, Inc., 954 F Supp 2d 239 [SD NY 2013]; Grove Lumber & Bldg. Supply, Inc. v Argonaut Ins. Co., 2008 WL 2705169, 2008 US Dist LEXIS 51752 [CD Cal, July 7, 2008, SA CV 07-1396 AHS(RNBx)]; St. Paul Fire & Mar. Ins. Co. v Courtney Enters., Inc., 270 F3d 621 [8th Cir 2001]).

While acknowledging that the case has no precedential value, the majority finds the reasoning of the California Court of Appeal in the case of Ceradyne, Inc. v Argonaut Ins. Co. (2009 WL 1526071, 2009 Cal App Unpub LEXIS 4375 [Cal Ct App, 4th Dist, June 2, 2009, No. G039873]) persuasive and informative. Most of Ceradyne addresses the merits of the insured’s arguments concerning whether the failure to file a payment agreement rendered the arbitration clauses contained therein unenforceable. Because I believe that this court should not reach the merits of the parties’ arguments regarding enforceability, I neither agree nor disagree with the reasoning of Ceradyne on those issues. The Ceradyne Court did not reach the issue of whether the McCarran-Ferguson Act applies. What the Ceradyne Court held was that the trial court and not an arbitrator should decide whether arbitration was precluded by the insurance company’s failure to file the payment agreement. It reasoned that because the insured was only looking to invalidate the arbitration clause, which by its express terms was severable from the remainder of the agreement, the court should sever and consider the issues of enforceability only as they pertained to the arbitration clauses. In Rent-A-Center, decided after Ceradyne, the Supreme Court of the United States held that as a matter of substantive federal law, an arbitration clause is sever-able from the remainder of the contract, regardless of whether there is an express contractual provision that so provides. Notwithstanding severability, the Supreme Court enforced the arbitration clause to the extent it delegated authority to the *80arbitrator to decide whether the arbitration clause was enforceable, where the argument of unconscionability affected the entire agreement. I therefore believe that the Ceradyne analysis on this point, which is contrary to Supreme Court precedent, is not instructive.

For these reasons I would vote to reverse the order which denied the insurer’s motion to compel arbitration and to affirm the orders which denied the insureds’ petitions to stay arbitration, and granted the insurer’s cross petitions to compel arbitration.

Tom, J.P. and Sweeny, J., concur with Moskowitz, J.; Manzanet-Daniels and Gische, JJ., dissent in a separate opinion by Gische, J.

Order, Supreme Court, New York County, entered January 31, 2012, reversed, on the law, without costs, the petition granted, and the cross petition denied. Order and judgment (one paper), Supreme Court, New York County, entered on or about April 18, 2012, reversed, on the law, without costs, and the petition denied. Order, Supreme Court, New York County, entered July 30, 2012, affirmed, without costs. Appeal from order, same court and Justice, entered August 1, 2011, dismissed, without costs, as academic.

Motions to take judicial notice granted.