St. Louis Regional Convention and Sports Complex Authority, Respondent, v. The Rams Football Company, LLC, et al., Appellants.

1

ST. LOUIS REGIONAL CONVENTION AND SPORTS COMPLEX AUTHORITY,

Respondent,

v.

THE RAMS FOOTBALL COMPANY, LLC, ET AL.,

Appellants. ) ) ) ) ) ) ) ) ) ) ) ) No. ED113374

Appeal from the Circuit Court of the City of Saint Louis The Honorable Jason M. Sengheiser, Judge Introduction The central issue in this appeal is whether the underlying dispute should be resolved in circuit court or by arbitration. Respondent St. Louis Regional Convention and Sports Complex Authority ("RSA") filed a petition for declaratory judgment in the Circuit Court of the City of St. Louis, requesting a declaration of the parties' rights and obligations under a settlement agreement ("Agreement"). More specifically, RSA requested the trial court declare whether a release provision in the Agreement extinguished an option to purchase a training facility ("Option") granted in a separate

2 contract, the training facility lease ("Lease"). Appellants The Rams Football Company, LLC ("Rams Football Co.") and The Los Angeles Rams, LLC (the "Rams") (collectively, "Rams Entities") moved to compel arbitration pursuant to an arbitration clause in the Lease. RSA opposed the Rams Entities' motions to compel, arguing the lawsuit arises out of the Agreement and it properly brought its claim in the Circuit Court of the City of St. Louis as required by the forum selection clause in the Agreement. The trial court denied the Rams Entities' respective motions to compel arbitration. The Rams Entities assert two points on appeal. Point I contends the trial court erred in denying the Rams Entities' motions to compel because RSA's claim to extinguish the Option in the Lease falls squarely within the Lease's broad arbitration agreement. Alternatively, the Rams Entities assert the trial court erred in denying their motions to compel arbitration because the parties' dispute falls outside the scope of the release included in the Agreement. This Court holds the trial court did not err in denying the Rams Entities' motions to compel arbitration because the dispute in the underlying matter arises out of the Agreement—not the Lease. Thus, RSA properly brought its claim in the Circuit Court of the City of St. Louis as required by the forum selection clause in the Agreement. Accordingly, the judgment of the trial court is affirmed. 1

1 The Rams Entities filed a motion for attorneys' fees, which was taken with the case. This Court denies the motion.

3 Factual and Procedural Background In May of 1995, the Rams relocated to St. Louis from Anaheim effective with the 1995 NFL season. St. Louis Reg'l Convention v. Nat'l Football League, 581 S.W.3d 608, 611 (Mo. App. E.D. 2019). In May of 1996, RSA and the Rams entered into the Lease, whereby RSA agreed to lease its training facility to the Rams. Pursuant to paragraph 38 of the Lease, RSA granted the Rams an Option to purchase the training facility for the sum of $1, "which Option may be exercised by written notice from Lessee to Lessor sent at any time after the twenty-ninth (29th) anniversary of the RAMS Facility Delivery Date[.]" The Lease expressly provided, "Upon exercise of the Option, Lessor shall execute and deliver to Lessee a quit claim deed conveying title to the Premises to Lessee, and Lessee shall pay Lessor the sum of $1 as the purchase price for the Premises." The Lease also included an arbitration clause: All disputes between the Parties hereto arising out of this Lease shall be subject to the provisions of, and adjudicated in accordance with, the Arbitration Agreement attached hereto as Schedule I, the terms and provisions of which are incorporated herein by this reference thereto as though such terms and provisions were set forth in full herein. Schedule I provides, in relevant part, as follows: Any controversy, dispute or claim between the Parties hereto including, without limitation, any claim arising out of, in connection with, or in relation to the interpretation, performance or breach of this Lease shall be settled by arbitration conducted before three arbitrators in St. Louis, Missouri, in accordance with the most applicable then existing rules of the American Arbitration Association ... and any judgment upon any award rendered by the arbitrator may be entered by any federal or state court having jurisdiction thereof. Such arbitration shall be the exclusive dispute resolution mechanism.

4 In January of 2016, the Rams submitted a proposed relocation application to the National Football League ("NFL") to relocate from St. Louis to Los Angeles, which was approved by the NFL club owners. St. Louis Reg'l Convention, 581 S.W.3d at 612. The Rams relocated to Los Angeles for the 2017 NFL season. Id. In April of 2017, RSA, along with the City of St. Louis and St. Louis County, commenced a lawsuit ("Relocation Litigation") against the Rams Football Co., Stanley Kroenke, the NFL, and a number of sports entities. The claims therein related to the relocation of the Rams from St. Louis to Los Angeles. The parties entered into the Agreement to settle the lawsuit. The first paragraph of the Agreement states: This Settlement Agreement and Mutual Release (the "Agreement") is made and entered into on this 24 th day of November 2021, by and between Plaintiffs St. Louis Regional Convention and Sports Complex Authority, the City of St. Louis and St. Louis County (collectively, "Plaintiffs") and Defendants the National Football League, and all other defendants named in Case No. 1722-CC-00976 pending in the Circuit Court of St. Louis City, Missouri (collectively, "Defendants"). Plaintiffs and Defendants are hereinafter collectively referred to as the "Parties." The Agreement contains a forum selection clause, which provides: Applicable Law and Venue. This Agreement shall be governed by, construed and interpreted according to the laws of the State of Missouri without reference to conflicts of law principles. Any legal action or proceeding arising out of this Agreement shall be brought only in the St. Louis City Circuit Court, 22nd Judicial Circuit of Missouri. The Parties hereby consent to the jurisdiction of, and agree that venue is proper in, that court for legal actions or proceedings arising out of this Agreement. The Agreement also includes mutual releases for the plaintiffs and defendants named in the Relocation Litigation. In pertinent part, the release for the plaintiffs provided:

5 Release of Plaintiffs. In consideration of the promises and covenants set forth herein, Defendants and all of their members, attorneys, insurers, successors in interest, affiliated corporations, subdivisions, affiliates, parents, subsidiaries, related entities and assigns, and all officers, directors, employees, agents, attorneys, predecessors and successors thereof, hereby release, acquit and forever discharge Plaintiffs, their subdivisions, agencies, instrumentalities, divisions, members, attorneys, insurers, successors in interest, affiliated corporations or entities or subdivisions, owners, affiliates, parents, subsidiaries, related entities and assigns, and all officers, directors, employees, agents, attorneys, predecessors and successors thereof and all other potentially liable and/or responsible parties from and against any and all claims, demands, damages, actions and causes of action, suits, costs, attorneys' fees, expenses and liabilities of any kind whatsoever, foreseen or unforeseen or unforeseeable, now known or unknown or which hereafter may be discovered, in equity or at law, either direct or consequential, for or by reason of any matter, cause or thing, occurring at any time prior to or contemporaneous with the execution of this Agreement, including without limitation on the foregoing, any claims which were, or could have been, alleged in the Action or which otherwise relate to, directly or indirectly, in any manner, the claims alleged in the Action and the Parties' prior dealings or relationship. Defendants and each of them covenant not to sue any Plaintiff or Plaintiffs over any released claims.

The Relocation Litigation was dismissed by the parties following the execution of the Agreement. On October 15, 2024, shortly after the 29th anniversary of the RAMS Facility Delivery Date, the Rams sent notice to exercise the Option to RSA. To effectuate the transfer of the Training Facility pursuant to the Option, the Rams submitted a quitclaim deed to RSA. On October 18, 2024, RSA filed the underlying lawsuit (the "Petition") against the Rams Football Co. Therein, RSA requested the trial court enter a declaratory judgment on whether the Option falls within the scope of the release in the Agreement. The Petition claimed, pursuant to the terms of the Agreement, "the release is binding on the Rams' successors in interest, affiliated corporations, subdivisions, affiliates, parents,

6 subsidiaries, related entities and assigns." More specifically, it provided "Rams Football Company, LLC and [the Rams] are such successors in interest, affiliated corporations, subdivisions, affiliates, parents, subsidiaries, related entities, and assigns." The Rams moved to intervene in the case. The Rams also filed a motion requesting the trial court compel arbitration of the parties' dispute and stay the case pending resolution of that arbitration. The Rams Football Co. filed a similar motion to compel arbitration. RSA opposed the motions to compel arbitration. The trial court granted the Rams' motion to intervene, but denied the Rams Entities' motions to compel arbitration. This appeal follows. Standard of Review We review de novo whether arbitration should be compelled. Baker v. Bristol Care, Inc., 450 S.W.3d 770, 774 (Mo. banc 2014). "Where, as here, the trial court denied a motion to compel without comment, it is the burden of this court to determine if substantial evidence and the weight of the evidence support the court's conclusions." Arizon Structures Worldwide, LLC v. Glob. Blue Techs.-Cameron, LLC, 481 S.W.3d 542, 546 (Mo. App. E.D. 2015) (internal quotations and citation omitted). Discussion Point I In Point I, the Rams Entities contend the trial court erred in denying their motions to compel arbitration because RSA's claim to extinguish the Option, granted in the Lease, falls squarely within the Lease's broad arbitration agreement. To be clear, the merits of

7 the Petition are not before this Court. The only issue before this Court is whether the underlying matter should be resolved in arbitration or in circuit court. We hold the underlying dispute arises out of the Agreement and therefore the Circuit Court of the City of St. Louis has exclusive jurisdiction over the matter. "Arbitration is a matter of contract, and a party cannot be required to arbitrate a dispute that it has not agreed to arbitrate." Dunn Indus. Group, Inc. v. City of Sugar Creek, 112 S.W.3d 421, 435 (Mo. banc 2003). Before a party may be compelled to arbitrate, "a court must determine whether a valid agreement to arbitrate exists between the parties and whether the specific dispute falls within the substantive scope of that agreement." Id. at 427–28. "In determining whether the parties have contracted to arbitrate, the usual rules of state contract law and canons of contract interpretation apply." St. Louis Reg'l Convention, 581 S.W.3d at 617. "The guiding principle of contract interpretation under Missouri law is that a court will seek to ascertain the intent of the parties and to give effect to that intent." Triarch Indus., Inc. v. Crabtree, 158 S.W.3d 772, 776 (Mo. banc 2005). In the present case, the parties do not dispute the validity of the arbitration clause contained in the Lease. Thus, to dispose of the issue on appeal, we must determine whether the underlying dispute falls within the substantive scope of the Lease's terms, i.e. the Option. See St. Louis Reg'l Convention, 581 S.W.3d at 617. To make this determination we must look at the issue raised in RSA's Petition. See id. If this Court finds the dispute arises out of the Lease, then we apply the rules of contract law and

8 canons of contract interpretation to determine whether the parties have contracted to arbitrate the issue. But, if the dispute does not arise out of the Lease, our inquiry ends and the Rams Entities' argument fails. To support their respective arguments on appeal, the parties highlight two different contracts. T he Rams Entities argue the dispute arises out of the Option contained in the Lease, the arbitration agreement in the Lease is valid and enforceable, and the forum selection clause in the Agreement did not modify, rescind, or supersede the arbitration agreement. 2 Consequently, the Rams Entities argue, the dispute falls squarely within the broad arbitration clause. Conversely, RSA argues the Agreement's forum selection clause controls because the dispute, i.e. the scope of the mutual release, arises out of the Agreement. 3

A review of the Petition clearly indicates RSA's lawsuit is for declaratory judgment. A declaratory judgment "authorizes trial courts to declare rights, status, and other legal relations whether or not further relief is or could be claimed." Century Motor

2 The Rams Entities' arguments each contain sub-arguments to support their overarching arguments as to why the dispute arises out of the Lease and the Agreement did not modify, rescind, or supersede the Lease's arbitration clause. We do not address those sub- arguments because they either attempt to reach the merits of the underlying dispute, require this Court to rewrite RSA's Petition, or the disposition is not necessary to resolve the issue on appeal. Furthermore, this Court's conclusion does not negate nor does it conflict with previous decisions that held the Lease's arbitration clause: survives the termination of the Lease; is valid and enforceable; is broad and applies to all disputes arising out of the Lease. This appeal is limited to the narrow issue of whether the trial court erred in not compelling arbitration in the underlying dispute. 3 To the extent the parties argue the terms of the Lease and Agreement are in conflict with one another, this Court need not reach that issue to decide whether the parties agreed to arbitrate the dispute raised in the Petition.

9 Corp. v. FCA US LLC, 477 S.W.3d 89, 95 (Mo. App. E.D. 2015) (internal quotations and citations omitted). Specifically, RSA's Petition requests the trial court declare the scope of the release contained in the Agreement. While the Option is referenced in the Petition, RSA is not requesting the trial court determine if the Option is valid and enforceable, construe any of the parties' rights and obligations under the Lease, or grant any relief under the Lease. Instead, RSA's lawsuit is premised on the terms of the Agreement, mainly the scope of the release, as it requests the trial court declare the rights and obligations of the parties under the Agreement. Since the Petition concerns the scope of the Agreement's release provision, the dispute does not fall within the scope of the Lease's broad arbitration clause and arbitration cannot be compelled. See Tucker v. Vincent, 471 S.W.3d 787, 798 (Mo. App. E.D. 2015) (holding when claims alleged in a petition "are not based upon and do not rely upon the terms of" an agreement containing an arbitration provision, arbitration cannot be compelled); St. Louis Reg'l Convention, 581 S.W.3d at 617 (finding arbitration provisions in the lease only applied to disputes related to the terms of the lease, and not tort claims brought by plaintiffs for breach of obligations under NFL's franchise relocation policy). To clarify, simply because the arbitration clause has previously been deemed enforceable and broad, see State ex rel. Reg'l Convention v. Burton, 533 S.W.3d 223, 226 n.2, 227 (Mo. banc 2017), does not mean every dispute the parties may have in the future falls within the arbitration clause. See St. Louis Reg'l Convention, 581 S.W.3d at 617. Accordingly, RSA properly brought its claim in the Circuit Court of the City of St.

10 Louis 4 and the trial court did not err in denying the Rams Entities' motions to compel arbitration. 5

Point I is denied. Point II Alternatively, the Rams Entities assert the trial court erred in denying the motion to compel arbitration because the parties' dispute falls outside the scope of the release included in the Agreement. The Rams Entities argue this Court "can [reverse] for the alternative reason that the Release does not cover the subject dispute, and therefore it could not rescind [the Rams'] right to compel arbitration to enforce the Option under the Arbitration Agreement in the [Lease]." In order to support their position, the Rams Entities point to the language of the release contained in the Agreement. This argument requests this Court to construe the language of the release in order to determine if the dispute falls outside the scope of the Lease. For the reasons stated above, we find the underlying dispute arises out of the Agreement—not the Lease. Any arguments interpreting the scope of the release and whether it extinguishes or waives the Option reach the merits of the underlying dispute and are not before this Court. Point II is denied.

4 The Rams Entities do not contest the validity of the forum selection clause contained in the Agreement. 5 To the extent the Rams argue it is not bound by the terms of the Agreement because it is not a party to the Agreement, we find that issue reaches the merits of the dispute. Therefore, we take no position on that issue and do not address it in this opinion.

11 Conclusion Accordingly, the judgment of the trial court is affirmed. Michael S. Wright, Presiding Judge P hilip M. Hess, J. and Virginia W. Lay, J. concur.