[Copyrighted Material Omitted]
from the District Court of Burleigh County, South Central
Judicial District, the Honorable Bruce A. Romanick, Judge.
J. Bakke (argued) and Bradley N. Wiederholt (appeared),
Bismarck, N.D., for plaintiffs and appellants.
T. Collins (argued), Minneapolis, Minn, and Julia J. Douglass
(on brief), Minneapolis, Minn., for defendants and appellees
Real Builders, Inc.; Joel J. Feist, individually and as
Managing Partner of 26th Street Hospitality, LLP; and Joeleon
Ronning Kapsner, Lisa Fair McEvers, Daniel J. Crothers, Dale
V. Sandstrom, Gerald W. VandeWalle, C.J.
Ronning Kapsner, Judges.
[¶1] 26th Street Hospitality, LLP ("
Partnership" ) appeals from the district court's
order granting a motion to compel arbitration; order lifting
a stay in the proceedings, confirming the arbitration award,
and awarding post-judgment interest; and final judgment. The
Partnership argues the district court erred in ordering
arbitration because the court was required to determine the
validity of the contract before arbitration could be ordered
and not all of the claims and parties were subject to
arbitration. We affirm.
[¶2] The Partnership was created to acquire,
build, own, and operate a hotel in Williston. In 2011, the
partners signed the Partnership Agreement setting the terms
and conditions of their agreement. Joeleon Holdings was one
of the partners, and Joel Feist signed the Partnership
Agreement on behalf of Joeleon Holdings. Feist was a managing
partner of Joeleon Holdings and was named one of the
Partnership's managing partners. Feist was also the
President and principal owner of Real Builders, Inc., which
provided construction services to the Partnership for the
construction of the hotel.
[¶3] In November 2013, the Partnership sued
Joeleon Holdings, Feist, and Real Builders (collectively
" Feist defendants" ). The Partnership alleged that
Feist, on behalf of the Partnership, entered into a
construction contract with Real Builders, that Feist signed
the contract on behalf of both the Partnership and Real
Builders, and that the construction contract was invalid
because it was executed without the knowledge and authority
of the Partnership or a majority of the partners or managing
partners as the Partnership Agreement requires. The
Partnership requested the district court declare the
construction contract invalid and sought damages for numerous
claims, including breach of contract, negligence, fraud,
conversion, unjust enrichment, and breach of statutory and
[¶4] The Feist defendants answered and
counterclaimed, seeking damages for claims of breach of
contract and unjust enrichment. The Feist defendants also
moved to stay proceedings and for an order compelling
arbitration, arguing arbitration of any dispute was required
under the Partnership Agreement.
[¶5] After a hearing, the district court
granted the Feist defendants' motion compelling
arbitration, concluding the Partnership Agreement contained a
general arbitration clause requiring arbitration for "
any claim or controversy arising out of or relating to"
the Partnership Agreement, the Partnership's complaint
contained allegations related to or arising out of the
Partnership Agreement, and arbitration was required under the
arbitration clause of the Partnership Agreement. The court
stated aspects of the litigation that cannot be resolved in
arbitration would be stayed pending resolution of the
[¶6] The Partnership moved for clarification
or reconsideration, arguing the court should clarify which
claims and parties were subject to arbitration, which claims
were stayed pending arbitration, and whether nonsignatory,
nonparty strangers to the Partnership Agreement can have
their claims arbitrated without a separate arbitration
agreement. After a hearing, the district court denied the
Partnership's request, ruling arbitration was ordered and
anything that cannot be arbitrated was stayed pending the
[¶7] Arbitration proceedings were completed,
and an arbitration award was entered. The arbitrator found
Feist had actual and inherent authority as a managing partner
to enter into the construction contract with Real Builders
for construction of the hotel and awarded the Feist
defendants $681,687.78 in damages and $253,144.23 in interest
for the period of February 16, 2013, to March 11, 2015. The
arbitrator awarded the Partnership $576,757.95 in damages for
its claims against the Feist defendants.
[¶8] The Partnership moved for entry of
judgment on the arbitration award. The Feist defendants
responded, arguing judgment should be entered only after the
stay was lifted and the arbitration award was confirmed. They
that the court's judgment reflect that all claims and
counterclaims in the litigation between the Partnership and
Feist defendants were fully resolved in arbitration and that
the court award eighteen percent post-judgment interest. The
Feist defendants later moved for an order lifting the stay
and confirming the arbitration award, entering judgment, and
awarding post-judgment interest.
[¶9] The district court entered an order
lifting the stay, confirming the arbitration award, entering
judgment, and awarding post-judgment interest. The court
ruled the arbitration award fully resolved all of the claims
and counterclaims between the Partnership and Feist
defendants and no claims remained outstanding. The court
ordered post-judgment interest at a rate of eighteen percent
per annum because the arbitrator determined that to be the
contractual rate of interest. A judgment dismissing the
action with prejudice was entered.
[¶10] The Partnership argues the district
court erred in granting the motion to compel arbitration
because the court, rather than an arbitrator, should have
determined whether the construction contract was valid, some
of the claims were not subject to arbitration under the
arbitration clause of ...