RENDERED: OCTOBER 1, 2021; 10:00 A.M.

NOT TO BE PUBLISHED

Commonwealth of Kentucky

Court of Appeals

NO. 2020-CA-1033-MR

COAL-MAC, LLC APPELLANT 

v. 

APPEAL FROM PIKE CIRCUIT COURT

HONORABLE THOMAS SMITH, SPECIAL JUDGE

ACTION NO. 20-CI-00686

JON BLAIR; BRYAN BROWNING; 

DAVID BOOTH; DAVID MCNEELY; 

JOSH HENSLEY; LARRY PARIS; 

RANDY CHYRSSOFOS; AND 

RONALD SPAULDING APPELLEES 

OPINION

AFFIRMING

**   **  **

BEFORE: CALDWELL, DIXON, AND L. THOMPSON, JUDGES.

CALDWELL, JUDGE: The question in this appeal is whether the trial court erred 

by denying a motion to compel arbitration filed by Coal-Mac, LLC. We affirm, 

though our analysis differs somewhat from that used by the trial court.
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In December 2019, while employed by Coal-Mac, each Appellee 

separately signed an arbitration agreement. In relevant part, those identical 

agreements provided: 

ANY CONTROVERSY OR CLAIM ARISING OUT 

OF OR RELATED TO THIS AGREEMENT 

AND/OR THE EMPLOYMENT RELATIONSHIP 

SHALL BE ARBITRATED PURSUANT TO THE 

[FEDERAL ARBITRATION] ACT. 

. . .

By signing this Agreement, the Parties agree to submit all 

past, present, and future disputes that arise between them 

to final and binding one-on-one arbitration. . . . The 

Parties mutually waive their rights to go to court in 

exchange for this right to arbitrate. . . . This Agreement 

between the Parties to arbitrate all disputes or claims of 

any kind includes . . . claims relating to employment or 

termination from employment. This shall also include 

claims for wages or other compensation due, claims for 

breach of any contract, tort claims, or claims based on 

public policy.

Record on Appeal (R.) at 23 (paragraph breaks omitted).

About two months later, Coal-Mac executed a reduction in force, 

pursuant to which Coal-Mac and each named Appellee entered into identical 

severance agreements. Although portions of the severance agreements in the 

record are blurry, the following relevant excerpts are legible:

Employer agrees to pay Employee . . . [a specified]

lump sum amount . . . [and] Employee . . . releases and 

forever discharges Employer . . . from and against all 

claims . . . arising out of, or relating in any way to, . . . 
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Employee’s employment with Employer. . . . This 

writing is intended by the Parties to be the final, complete 

and exclusive statement of their agreement about the 

matters covered herein[.] . . . [T]he signatures of the 

Parties below shall confirm that they have not relied upon 

any representations or statements not set forth in this 

Agreement. . . . The parties further agree that the courts 

of the State of Kentucky shall have exclusive jurisdiction 

to resolve disputes that may arise between the Parties.

R. at 77-80 (paragraph breaks omitted).

1

In March 2020, Coal-Mac sent a letter to each Appellee stating that 

each was due half of the amount listed in their severance agreement due to a 

miscalculation by Coal-Mac. Unsurprisingly unhappy, the Appellees filed a 

breach of contract action against Coal-Mac. Coal-Mac moved the Pike Circuit 

Court to stay the proceedings and to compel arbitration. In August 2020, the trial

court denied Coal-Mac’s motion, after which Coal-Mac filed this appeal. See 

Kentucky Revised Statute (KRS) 417.220(1)(a) (generally permitting a party to 

appeal the denial of a motion to compel arbitration). 

When reviewing an order denying enforcement of an arbitration 

agreement, we examine the trial court’s findings of facts pursuant to the clearly 

erroneous standard and then review its legal conclusions de novo. Padgett v. 

Steinbrecher, 355 S.W.3d 457, 459 (Ky. App. 2011). Here, the order denying 

 

1 The sample severance agreement in the record is unsigned but there is no dispute that it 

accurately reflects the identical severance agreements signed by each Appellee and a 

representative of Coal-Mac.
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arbitration is remarkably terse, substantively consisting of only a partial sentence

in which the court “find[s] that the severance agreements contained no arbitration 

clauses and further find[s] that the severance agreements did not incorporate any 

past arbitration agreements by reference[.]” R. at 89. However, because the core 

facts necessary to resolve the sole question in this appeal – whether the Appellees’ 

claims are subject to mandatory arbitration – are undisputed, we focus upon a de 

novo review of the court’s takeaway conclusion, with which we agree. 

Briefly, the trial court apparently believed the arbitration agreements

were unenforceable because they were not referred to, or expressly incorporated 

by, the severance agreements. But no reference or explicit incorporation would 

have been necessary if the severance agreements had not directly contradicted the 

arbitration agreements. Indeed, neither the trial court nor the parties cite binding 

authority which conditions the applicability of an otherwise applicable arbitration 

agreement upon it having been expressly incorporated into a subsequent contract. 

The arbitration agreements sweepingly provided that they applied to 

“all past, present, and future disputes” that arose between Coal-Mac and each 

named employee, such as “claims relating to employment or termination from 

employment[,]” including “claims for wages or other compensation due” and 

“claims for breach of any contract[.]” R. at 23. Appellees’ breach of contract 

claims against Coal-Mac seeking additional compensation allegedly due them thus
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fall squarely within the plain language of the arbitration agreements. See, e.g., 

Linden v. Griffin, 436 S.W.3d 521, 525-26 (Ky. 2014) (holding that an arbitration 

agreement is a contract and determining whether claims fall within the agreement

according to its plain language). 

However, though surprisingly not directly addressed by the trial court, 

the dispute resolution clause of the severance agreements is diametrically contrary 

to the arbitration agreements. Under the accepted contract interpretation principles

we will soon discuss, the later severance agreements’ dispute resolution clauses

supersede the conflicting prior arbitration agreements under these facts.

2

The last sentence of the severance agreements is: “The Parties further 

agree that the courts of the State of Kentucky shall have exclusive jurisdiction to 

resolve disputes that may arise between the Parties.” R. at 80. That language, 

Coal-Mac’s unavailing arguments to the contrary notwithstanding, flagrantly

contradicts language in the arbitration agreements providing that “a neutral 

arbitrator will decide any legal dispute between the Parties instead of a judge or 

jury” because “[t]he Parties mutually waive their rights to go to court in exchange 

for this right to arbitrate.” R. at 35. The arbitration agreements call for all disputes

 

2 We may affirm a trial court for any reason supported by the record, even if we base our 

decision on alternate grounds not expressed by the trial court. See, e.g., Mark D. Dean, P.S.C. v. 

Commonwealth Bank & Trust Co., 434 S.W.3d 489, 495-97 (Ky. 2014). In fact, our Supreme 

Court has forcefully commanded that “[i]f an appellate court is aware of a reason to affirm the 

lower court’s decision, it must do so, even if on different grounds.” Id. at 496 (emphasis added).
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to be arbitrated; the severance agreements call for disputes arising thereunder to be 

resolved exclusively by Kentucky courts. The conflict between the two 

agreements thus is obvious and beyond reasonable dispute, despite Coal-Mac’s

inexplicably, incorrectly insisting that the severance agreements are “not 

inconsistent with the Arbitration Agreement[s].” Reply brief, p. 5. In short, the 

dueling dispute resolution requirements of both agreements cannot both be 

satisfied. Therefore, one must yield to the other as the choice is binary – these

claims must be resolved by a court or by an arbitrator as they cannot 

simultaneously proceed before both.

When there is an irreconcilable conflict between the language of two 

contracts, the second contract is generally deemed to have superseded the first as 

the later contract provides the parties’ most recent terms of agreement. In other 

words, parties may modify the terms of an initial contract with a later contract, and 

if the two contracts conflict, the latter controls. See, e.g., 17A AM.JUR. 2d 

Contracts § 489 (2021) (footnote omitted) (“Parties may modify the terms of their 

agreement and if the terms of a subsequent agreement contradict the earlier 

agreement, the terms of the later agreement prevail, and supersede those of the 

earlier contract.”); 17A C.J.S. Contracts § 580 (2021) (“When parties have 

successive contracts addressing the same subject matter, it is a well-settled 

principle of law that the later contract supersedes the former contract as to 
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inconsistent provisions.”); Menefee v. Rankins, 158 Ky. 78, 164 S.W. 365, 368 

(1914) (“While it is true that the intention of the parties should govern in the 

instruction of written instruments, and, in ascertaining this, regard should be had to 

the nature of the instrument and to the condition of the parties, it is no less true, as 

previously stated, that, when a new contract between the same parties with 

reference to the same subject-matter is so inconsistent with or repugnant to the 

former contract as to render its performance impossible, the former contract must 

be treated as rescinded or abrogated by the latter.”). 

Stated otherwise, the severance agreements here operated as implied 

novations of the arbitration agreements regarding the forum for resolving disputes 

arising under the severance agreements since the language in the severance 

agreements vesting Kentucky courts with exclusive jurisdiction to resolve disputes 

arising thereunder is “manifestly in place of or inconsistent” with language in the 

arbitration agreements requiring all disputes between the parties to be resolved via

mandatory arbitration. White/Reach Brannon RD., LLC v. Rite Aid of Kentucky, 

Inc., 488 S.W.3d 631, 636-37 (Ky. App. 2016).3 

 

3 Each severance agreement provides that it is intended to be “the final, complete and exclusive 

statement about the matters covered herein[.]” R. at 79. Thus, it is clear that the parties did not 

intend for any other prior agreements, which necessarily includes the arbitration agreements, to 

impact the otherwise clear language of the severance agreements. 
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The arbitration agreements reflect an obligation to resolve all disputes 

via arbitration. But parties can enter into new contracts based upon new situations 

and Coal-Mac and the Appellees did just that when they subsequently agreed to 

resolve any disputes arising under the severance agreements via the Kentucky 

Court of Justice. So, the clause in the severance agreements vesting jurisdiction to 

resolve disputes in Kentucky courts implicitly overrides, or supersedes, the 

arbitration agreements since the language of the two agreements is irreconcilable. 

Thus, we cannot order arbitration of these severance agreement-based claims under 

either the Kentucky or Federal Arbitration Acts because the parties expressly gave 

jurisdiction of them to the Kentucky courts – not an arbitrator – and have cited no 

authority under either Act requiring arbitration under these facts.

4

 Linden, 436 

S.W.3d at 525 (quoting First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 

943, 115 S. Ct. 1920, 1924, 131 L. Ed. 2d 985 (1995)) (holding that arbitration “is 

a way to resolve those disputes – but only those disputes – that the parties have 

agreed to submit to arbitration.”). 

In sum, the trial court properly refused to compel arbitration. We 

have considered all the arguments in the parties’ briefs, but deem any argument not 

expressly addressed herein to be redundant, irrelevant, or otherwise without merit.

 

4 We hold only that the disputes at hand are not subject to mandatory arbitration and express no 

opinion on the applicability of the arbitration agreements to any other disputes.
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For the foregoing reasons, the Pike Circuit Court is affirmed.

ALL CONCUR.

BRIEFS FOR APPELLANT:

Jeremy S. Rogers

Louisville, Kentucky

Ashley C. Pack

Charleston, West Virginia

BRIEF FOR APPELLEES:

Nathan D. Brown

Williamson, West Virginia