In the

United States Court of Appeals

For the Seventh Circuit

____________

No. 08-1699

ANGUS M. DUTHIE and MICHAEL J. CONDRON,

Plaintiffs-Appellees,

v.

MATRIA HEALTHCARE, INC.,

Defendant-Appellant.

____________

Appeal from the United States District Court

for the Northern District of Illinois, Eastern Division.

No. 07 C 5491—Jeffrey N. Cole, Magistrate Judge.

____________

ARGUED MAY 27, 2008—DECIDED AUGUST 28, 2008

____________

Before ROVNER, WILLIAMS, and SYKES, Circuit Judges.

WILLIAMS, Circuit Judge. This case arises out of the

merger of CorSolutions Medical, Inc. with a subsidiary of

Matria Healthcare, Inc., in a deal worth hundreds of

millions of dollars. Angus Duthie and Michael Condron

were CorSolutions officers prior to the merger. We consider in this appeal whether the merger agreement mandates arbitration of fraud claims that Matria asserts
2 No. 08-1699

against Duthie and Condron individually, seeking recovery from their personal assets. Because we conclude

the agreement does not require these claims to be arbitrated, we affirm the district court’s decision to enjoin

Matria from pursuing the claims in a pending arbitration

proceeding.

I. BACKGROUND

Matria and CorSolutions provide services to employers,

health plans, and government-sponsored health care

programs. Pursuant to an Agreement and Plan of Merger

signed December 14, 2005 (the “Agreement”), CorSolutions

agreed to merge with Coral Acquisition Corp., a Matria

subsidiary. CorSolutions became the surviving corporation after the merger and a wholly-owned subsidiary of

Matria. The merger agreement spanned seventy-one singlespaced pages.

Angus Duthie and Michael Condron, the plaintiffs in

this case, were CorSolutions officers. Duthie was its

chairman and Chief Executive Officer, and Condron served

as the president and Chief Operating Officer. The two

remained CorSolutions officers for a time after the merger.

At the time of the merger, Duthie owned CorSolutions

shares that represented a 0.45% ownership interest in

the company. Condron did not own any CorSolutions

shares when the Agreement was signed but became a

shareholder sixteen days later, when he exercised options

and acquired 124,000 shares of CorSolutions’s common

stock, which comprised about 2.4% of the company’s

outstanding shares at the time. Duthie signed the Agree-
No. 08-1699 3

ment, but only in his capacity as chairman and CEO.

Condron did not sign the Agreement.

Pursuant to the Agreement, $20.3 million went into the

Escrow Account, an account set up to satisfy certain

potential post-closing claims and adjustments contemplated by the Agreement. The Agreement appointed Coral

SR, LLC as the “Stakeholder Representative,” meaning

that it was “constituted to act as the representative, agent,

and attorney-in-fact for the Stakeholders and their successors and assigns . . . for all purposes under this Agreement,

the Escrow Agreement and the Agent’s Escrow Agreement.” Agrt. § 2.4(a). The Agreement defines the “Stakeholders” as “the holders of Common Stock, the holders

of Preferred Stock, the holders of Company Options and

the holders of Company Warrants.” Agrt. § 1.1. Duthie

and Condron are both “Stakeholders” under the Agreement’s definition of the term.

The Agreement provides for four different arbitration

forums. The Settlement Accountant, an independent

accounting firm, is to resolve post-closing disputes over

balance adjustments and working capital computations.

Agrt. § 2.9(b). A Tax Arbitrator, a senior tax partner in a

mutually agreeable accounting firm, would resolve any

tax-related matters. Agrt. § 5.12(h). The BIPA Arbitrator

is to resolve disputes concerning a refund CorSolutions

owed to the Centers for Medicare & Medicaid Services.

Agrt. § 7.5(d). And, in the section most relevant to this

case, section 7.4 provided for arbitration of certain disputes in accordance with the Commercial Arbitration

rules of the American Arbitration Association (“AAA”).
4 No. 08-1699

We would not be here, of course, if all had gone

smoothly. Instead, according to Matria, the very day after

the merger closed, one of CorSolutions’s customers informed Matria that it planned to conduct an audit of

CorSolutions’s disease management programs. That was

news to Matria, and it maintains that CorSolutions and its

officers knew about the customer’s concerns before the

merger but failed to convey them to Matria.

In October 2006, Coral SR initiated AAA arbitration

proceedings against Matria. Matria responded by filing

a suit in the Delaware Court of Chancery seeking to

enjoin the arbitration and asserting claims against Coral

SR based on alleged inaccuracies in the Agreement’s

representations and warranties. Matria did not sue any

individuals in the Delaware case. On March 1, 2007, the

Delaware court held that the Agreement required arbitration of the fraud claims that Matria had asserted against

Coral SR seeking recovery from the Escrow Fund. Matria

Healthcare, Inc. v. Coral SR LLC, No. 2513-N, 2007 WL

763303, at * 9 (Del. Ch. Mar. 1, 2007).

Two months later, Matria asserted counterclaims in

the AAA arbitration against Coral SR for fraud, equitable

fraud, and breach of contract. Matria also asserted counts

of fraud, equitable fraud, and breach of contract against

Duthie and Condron in the same filing, alleging that the

two had knowingly withheld information and made

multiple misrepresentations. Duthie and Condron then

moved to dismiss the claims against them in arbitration

for lack of jurisdiction. The arbitration panel denied the

motion. Duthie and Condron subsequently filed a com-
No. 08-1699 5

plaint seeking a declaration that Matria’s claims against

them were not arbitrable and a preliminary injunction

preventing Matria from proceeding against them in

the arbitration. The magistrate judge entered an order

preliminarily enjoining Matria from proceeding in the

arbitration against Duthie and Condron, and Matria

appeals from that decision.

II. ANALYSIS

This case involves a complex transaction that yielded

complex documentation; we begin with first principles.

“Although the Federal Arbitration Act favors resolution

of disputes through arbitration, its provisions are not to

be construed so broadly as to include claims that were

never intended for arbitration.” Continental Cas. Co. v. Am.

Nat. Ins. Co., 417 F.3d 727, 730 (7th Cir. 2005) (quoting

Am. Logistics, Inc. v. Catellus Dev. Corp., 319 F.3d 921, 929

(7th Cir. 2003)). That is, “arbitration is a matter of contract and a party cannot be required to submit to arbitration any dispute which he has not agreed so to submit.”

Howsam v. Dean Witter Reynolds, Inc., 537 U.S. 79, 83 (2002)

(citation omitted).

Whether a particular dispute must be arbitrated is

generally a question for judicial determination, unless the

parties “clearly and unmistakably” provided otherwise

in their agreement. Id. Neither party disputes that the

court, and not the arbitration panel, should decide the

arbitrability question in this case. Nor is there clear and

unmistakable evidence to the contrary in the Agreement,

and so we proceed.
6 No. 08-1699

Whether the parties agreed to arbitrate is a matter of

state contract law. Hawkins v. Aid Ass’n for Lutherans, 338

F.3d 801, 806 (7th Cir. 2003). In this case, Delaware law

controls. Agrt. § 9.6. As with any contract, our task is to

interpret the Agreement in a manner that satisfies the

“reasonable expectations of the parties at the time they

entered the contract.” Dittrick v. Chalfant, 948 A.2d 400,

406 (Del. Ch. 2007) (citation omitted). We are nonetheless mindful that the Federal Arbitration Act “ ‘is a congressional declaration of a liberal federal policy favoring

arbitration agreements’ and ‘that questions of arbitrability

must be addressed with a healthy regard for the federal

policy favoring arbitration.’ ” Continental Cas. Co., 417

F.3d at 730-31 (citing Moses H. Cone Mem’l Hosp. v. Mercury

Const. Corp., 460 U.S. 1, 24 (1983)).

This case comes to us on appeal from the grant of a

preliminary injunction, and the relevant inquiry in this

case is whether Duthie and Condron demonstrated a

likelihood of success on the merits. See St. John’s United

Church of Christ v. City of Chicago, 502 F.3d 616, 625 (7th

Cir. 2007) (listing factors court should consider when

determining whether to grant preliminary injunction). We

ultimately review whether a district court should have

granted a preliminary injunction for an abuse of discretion.

Miller v. Flume, 139 F.3d 1130, 1134 (7th Cir. 1998). The

likelihood of the success on the merits in this case

depends on the soundness of the district court’s interpretation of the Agreement’s language, see id. at 1135,

however, and we review a district court’s interpretations of the merger agreement de novo, see Fyrnetics
No. 08-1699 7

Ltd. v. Quantum Group, Inc., 293 F.3d 1023, 1029 (7th Cir.

2002).

The question on appeal is whether the Agreement

mandates arbitration before the AAA of the claims Matria

asserted against Duthie and Condron in the AAA proceeding. These claims allege that Duthie and Condron made

fraudulent misrepresentations and omissions both in

person and in the Agreement, and they seek recovery

from Duthie and Condron’s personal assets. Matria

argues that these claims must be arbitrated because: (1) it

contends that the Agreement mandates that any claim

involving misrepresentations or omissions arising out of

the merger must be arbitrated, and (2) according to Matria,

the Delaware Court of Chancery already said they must be.

A. The Agreement does not require arbitration of all

claims.

As support for its argument that the Agreement requires

arbitration of all claims arising out of the Agreement,

Matria turns principally to certain language in section

7.3(d)(ii). This section provides in full:

In accordance with the terms of the Escrow Agreement, for a period of twenty-four (24) months after

the Closing Date, Parent shall be entitled to make

claims against the Escrow Fund with respect to

Damages arising out of or resulting from, or

amounts payable with respect to, the matters set

forth in Section 7.1 (other than Section 7.1(a), which

is the subject of Section 7.4(d)(i) and subject to
8 No. 08-1699

the limitation in Section 7.3(d)(iii); it being understood that in the event Parent shall have timely

delivered notice of any claim on the Escrow Fund

pursuant to Section 7.1, such claim shall survive

until such time as such claim is finally resolved.

The parties intend to shorten the statute of limitations and agree that, after the Closing Date, any

claim or cause of action against any of the parties hereto,

or any of their respective directors, officers, employees,

Affiliates, successors, permitted assigns, or Representatives based upon, directly or indirectly, any of the

representations or warranties, covenants or agreements

contained in this Agreement, or any other agreement,

document or instrument to be executed and delivered in

connection with this Agreement may be brought only as

expressly provided in this Article VII.

(Emphasis added.)

We do not agree that the portion of the provision we

italicized above mandates arbitration of any claim

alleging that a director or officer made misrepresentations in the Agreement. Consistent with section 7.3(d)’s

“Survival of Representations and Warranties; Claims

Period” heading, the point of this section is to shorten

the statute of limitations for claims against the Escrow

Fund. Shortening the time period for bringing such claims

reflects a reasonable desire for finality concerning the

amount in the Fund so that the remainder can be distributed to the Stakeholders within a reasonable period of

time. And although section 7.3(d)(ii) expressly mentions

directors and officers, it does not state that any claim
No. 08-1699 9

against a director or officer is arbitrable. Instead, it provides that claims against directors and officers may be

brought “only” as “expressly provided” in Article VII.

Nothing in Article VII expressly provides for arbitration of claims against individual defendants for their

personal assets. Instead, consistent with its heading, “Claims on Escrow Funds,” Article VII only provides

for arbitration of claims against the Escrow Fund. Ten and

a half pages long, Article VII sets forth detailed provisions

relating to claims on the “Escrow Fund,” a term it mentions

over forty times. Section 7.1 sets forth the circumstances

under which Matria can make a claim against the Escrow

Fund. Section 7.2 specifies the claims process. Section 7.3

details certain limitations on claims. For example, section

7.3(b) specifies that the maximum liability for Matria’s

claims on the Escrow Fund is the amount in the Escrow

Fund, and it further provides that neither Coral SR nor

any Stakeholder has any obligation to contribute money

to the Escrow Fund under any circumstance.

The next section, section 7.4, is critical to this case. It

provides:

Section 7.4. Disputes. In the event of a post-Closing

dispute between the Parent and the Stakeholder

Representative relating to any Claim other than a

Third Party Claim that is the subject of litigation

(“Escrow Fund Dispute”) or any claim subject to

Section 5.12 or Section 7.5, the Stakeholder Representative and Parent shall seek in good faith to

negotiate a resolution of such Escrow Fund Dispute within ninety (90) days of receipt by the
10 No. 08-1699

Stakeholder Representative of a Claim Notice. If

the Stakeholder Representative and Parent are not

able to resolve such Escrow Fund Dispute, all of

the parties hereto agree that such Escrow Fund

Dispute shall be exclusively and finally settled by

arbitration in accordance with the Commercial

Arbitration Rules of the AAA . . . .

Section 7.4, then, only mandates the arbitration of an

“Escrow Fund Dispute.” The dispute here is neither

between the proper parties nor of the proper subject to

constitute an “Escrow Fund Dispute” under the Agreement. First, the dispute is not one “between the Stakeholder Representative and Parent,” the entities that section

7.4 defines as the parties to an “Escrow Fund Dispute.” The

Agreement defines the “Parent” as Matria and the “Stakeholder Representative” as Coral SR. But the claims at

issue in this appeal are between Matria and individual

officers. Cf. Matria Healthcare, Inc., 2007 WL 763303 (suit

between Matria and Coral SR).

The Agreement also not equate the “Stakeholder Representative” to the individual “Stakeholders” (nor does

Matria argue that it does). The Agreement specifies that

the “Stakeholder Representative” is Coral SR, and that

Coral SR acts as the representative for the individual

“Stakeholders” for purposes under the Agreement. When

referring only to these individuals, the Agreement uses

the term “Stakeholder” or “Stakeholders”. See, e.g.,

Agrt. §§ 2.3(a), 2.9(c), 2.14, 3.17, 7.3(b), 8.2, 9.10. Section 7.4,

however, only refers to disputes in which the “Stakeholder

Representative” is a party.
No. 08-1699 11

In addition, the recovery Matria seeks in its claims

against the individual officers is not of the type that

section 7.4 makes arbitrable as an “Escrow Fund Dispute.”

We note first that although the claims Matria filed in

arbitration against Coral SR and Duthie and Condron

asked for recovery from the Escrow Fund as well as from

Duthie and Condron’s personal assets, Matria readily

acknowledges that it could only obtain recovery from the

Escrow Fund by arbitrating claims against Coral SR.

Opening Br. at 19, Reply Br. at 2 n.2. The question at

issue in this appeal, then, only concerns claims for

personal assets.

Such claims do not fall within the scope of section 7.4,

which only compels arbitration of claims on the Escrow

Fund. To fall within section 7.4’s purview, a dispute must

relate to a “Claim,” which the Agreement defines to

include “Third Party Claims” (not relevant here) and

“Direct Claims.” A “Direct Claim” under the Agreement

is one where the “Parent shall be entitled to make a

claim for Damages pursuant to Section 7.1.” Agrt. § 7.2(a).

A claim for “Damages” under section 7.1 is a claim “against

the Escrow Fund in accordance with the terms of the

Escrow Agreement.” (Emphasis added.) Because the

claims at issue seek recovery from Duthie and Condron’s

personal assets, not from the money in the Escrow Fund,

section 7.4 does not apply to these claims.

The text of Article VII as a whole reinforces this conclusion. The parties seemed to approach Article VII, the

section entitled “Claims on Escrow Fund,” with particular

care. It alone takes up over ten pages with detailed provi-
12 No. 08-1699

sions including a shortened statute of limitations, a prohibition on punitive damages, and a ceiling for liability. Yet

it does not state anywhere that claims for amounts from

sources other than the Escrow Fund must be arbitrated.

The other provision to which Matria turns in support

of its position that the Agreement requires arbitration of

all, or at least nearly all, claims, section 9.7, also does not

help it. Section 9.7 has two (very long) sentences. The first

reads:

Consent to Jurisdiction. Except as provided in

Sections 2.9 (Post-Closing Adjustment of Initial

Merger Consideration), 5.12(h) (Tax Disputes), 7.4

(Escrow Fund Disputes) and 7.5 (BIPA Claims)

herein, each of the parties hereto: (a) irrevocably

consents to submit itself to the personal jurisdiction of any state or federal court of competent

jurisdiction located in the City of Wilmington in

the State of Delaware, for the purpose of any action

or proceeding arising out of this Agreement or any

of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or

defeat such personal jurisdiction by motion or

other request for leave from any such court and

(c) agrees that, except in any action brought

against the party in another jurisdiction by an

independent third party, it will not bring any

action relating to this Agreement or any transactions contemplated by this Agreement in any

court other than a state or federal court of competent jurisdiction located in the City of Wilmington
No. 08-1699 13

in the State of Delaware, except for the purpose of

enforcing any award or decision.

And the second sentence says:

For the avoidance of doubt, except for claims for

specific performance arising after the date hereof and

prior to the Closing, any claims arising out of this

Agreement, or the breach, termination or validity

thereof, shall be finally and exclusively determined by

arbitration in accordance with Sections 2.9 (PostClosing Adjustment of Initial Merger Consideration), 5.12(h) (Tax Disputes), 7.4 (Escrow Fund

Disputes) or 7.5 (BIPA Claims).

(Emphasis added.) Matria contends that the use of “any

claims” in the second sentence can only mean that any

and all claims arising out of the Agreement, save for

specific performance claims that the first sentence specifically excludes, must be arbitrated.

Although this section could have been written more

clearly, we do not read it to mandate arbitration of all

claims arising out of the Agreement. Matria attempts to

place section 9.7 on par with all-encompassing arbitration clauses such as the one in Kiefer Specialty Flooring,

Inc. v. Tarkett, Inc., 174 F.3d 907, 909-10 (7th Cir. 1999),

which stated that “any controversy or claims arising out of

or relating to . . . the Agreement . . . shall be settled by

arbitration.” We read those clauses broadly and attach a

presumption of arbitration. See id. Here, however, the

second sentence in section 9.7 does not end with the

statement that any claims arising out of the agreement
14 No. 08-1699

We note that although section 7.3(d)(ii) might suggest that 1

Matria would be left without a place to bring a claim of fraud

against individual officers if the claim could not be arbitrated

under Article VII, Duthie and Condron do not go that far. They

acknowledged to us that a court would be the proper forum

for Matria’s fraud claims against them.

“shall be finally and exclusively determined by arbitration”; instead, the sentence states that the claims “shall be

finally and exclusively determined by arbitration in

accordance with” (emphasis added) four specific sections

in the agreement. Cf. Wellborn Clinic v. Medquist, Inc., 301

F.3d 634, 639 (7th Cir. 2002). None of the four sections

listed in section 9.7’s second sentence required arbitration in this case, and we do not read this section to mandate arbitration in instances that fall outside the scope

of those four sections.

Reading section 9.7 as a whole supports Duthie and

Condron’s position. The first sentence of the section

provides that “except as” provided in four specific sections, the parties agreed to jurisdiction in federal or state

courts in Delaware “for the purpose of any action or

proceeding arising out of this Agreement.” If all claims

arising out of the Agreement were arbitrable as Matria

maintains, there would be little need to consent to jurisdiction in Delaware for “any action or proceeding arising

out of” the Agreement. And as the district court recognized, it would seem odd that the parties to the Agreement meant to expand substantially the claims for which

arbitration is mandatory by a single sentence at the end

of a “Consent to Jurisdiction” section.1
No. 08-1699 15

B. The Delaware Court of Chancery did not address

the issue before us.

Matria also argues that the district court’s decision

conflicts with the Delaware Court of Chancery’s determination that Matria’s fraud claims against Coral SR were

arbitrable under the Agreement. Article VII mentions

fraud claims in section 7.3(d)(iv), which provides in part:

. . . except for claims involving fraud [and certain

other causes of action], from and after the Closing,

the right to make a claim on the Escrow Fund

provided for in this Article VII pursuant to the

provisions of this Article VII . . . shall be the exclusive remedy of Parent . . . for any breach of or

inaccuracy in any representation or warranty or

any non-compliance with or breach of or default

in the performance of any of the covenants or

agreements contained in this Agreement . . . .

Section 7.3(d)(iv) makes clear that Matria’s recourse

for fraud is not limited to a claim on the amount in the

Escrow Fund. But the section does not state that all fraud

claims must be arbitrated before the AAA; in fact, the

section does not specify any forum at all for fraud claims.

The upshot is that while section 7.3(d)(iv) does not prohibit

Matria from asserting a claim on the Escrow Fund on the

basis of fraud, the provision also does not require the

parties to arbitrate a fraud action that does not make a

claim on the Escrow Fund. The latter situation is the one

we have here.

There are plausible reasons why the parties to the

Agreement would have agreed to this approach. The
16 No. 08-1699

parties seemed to have wanted claims on the Escrow Fund

resolved quickly so that any money left over in the Fund

could be distributed to Stakeholders in a timely manner

(the Agreement specifies in section 7.6 that the amount

remaining in the Escrow Fund after all post-closing

adjustments and claims had been satisfied would be

distributed to the Stakeholders), hence the Agreement’s

shortened statute of limitations on Escrow Fund claims.

For fraud claims, however, the Agreement does not

attempt to shorten the statute of limitations, nor does it

attempt to limit Matria’s potential recovery. Cf. Agrt.

§ 7.3(b) (maximum amount available to Matria for claims

on the Escrow Fund is the amount in the fund at the time,

and no one had any obligation to replenish it); Agrt.

§ 7.3(c)(iv) (term “Damages” in Article VII does not

include punitive damages). In turn, a party sued under

the Agreement did not surrender procedural protections,

including a right to a jury trial, for fraud claims where

recovery was not limited by the Escrow Fund cap and

punitive damages could be sought.

The Delaware court held that the Agreement required

Matria to arbitrate fraud claims against Coral SR that

sought money from the Escrow Fund. See Matria Healthcare,

2007 WL 763303, at *9 (claims “against the Escrow Fund

established by the Merger Agreement must be brought

in accordance with the parties’ agreement to arbitrate”).

That’s a far cry from Matria’s current fraud claims against

individual officers for their personal assets. Matria did not

assert any claims against any directors, officers, or Stakeholders individually in the Delaware action, a fact not

lost on that court. See id. at *8 (noting that Coral SR was
No. 08-1699 17

before it only “as the representative of the Stakeholders

with respect to Matria’s claims to the Escrow Fund and not,

at least as alleged in the Verified Complaint, as an

attorney-in-fact for individual Stakeholders against whom

claims might, at least theoretically, be asserted.”). The

Delaware court made no ruling about claims against

individual Stakeholders as such claims were not before it.

Moreover, unlike here, Matria sought to recover from

the Escrow Fund in its Delaware suit. While the extensive provisions in the Agreement regarding claims

against the Escrow Fund reflect the drafters’ desire to

have claims—including fraud claims—properly asserted

against the Fund resolved through arbitration, the Agreement contains no such terms regarding individual

officers or their assets. Matria points out that its verified

complaint in the Delaware action also sought recovery

from a source other than the Escrow Fund. But the

“other source” was the Agent’s Escrow Fund, a fund

established to pay the fees for Coral SR and any legal

representation Coral SR hired to represent the Stakeholders collectively. The Agent’s Escrow Fund, like the

Escrow Fund, consists only of funds collectively owned

by the Stakeholders and managed by Coral SR; the remaining balance, if any, in both funds will be distributed

pro rata to the Stakeholders after all claims against the

funds are resolved. Matria’s claims in this case are not

against Coral SR, and, as it recognizes, it cannot recover

from the Escrow Fund for any fraud committed only by

Duthie and Condron, who are but two of the many Stakeholders who collectively “own” the Escrow Fund and

Agent’s Escrow Fund.
18 No. 08-1699

Along those same lines, the Delaware court’s footnote

stating that “Whether Matria’s claims are limited to the

Escrow Fund is a question for the arbitrator,” id. at *8 n.37,

is not inconsistent with the district court’s conclusion

that the claims against Duthie and Condron are not

arbitrable. Matria had asserted a claim in the Delaware

suit against Coral SR for money in the Escrow Fund,

making it a claim that had to be arbitrated under the

Agreement. Given that the claim had to be arbitrated, the

Delaware court concluded it would let the arbitrator

decide the scope of the arbitration, including whether

the remedy for any fraud committed by Coral SR was

limited to the money in the Escrow Fund. That doesn’t

mean that Matria’s fraud claims at issue in this case

must be arbitrated, because there isn’t a predicate claim

against the Escrow Fund here.

We finally note that Duthie and Condron are not collaterally estopped from asserting that Matria’s claims

against them are not arbitrable. The Delaware court made

no determination about claims against individuals like

Duthie and Condron, as such claims were not before it.

See Garcia v. Village of Mt. Prospect, 360 F.3d 630, 634 n.6

(7th Cir. 2004) (collateral estoppel requires that issue of

law or fact actually have been litigated and decided in

previous action). Judicial estoppel also does not apply, as

the Delaware court did not adopt a position that was

inconsistent with the one Duthie and Condron raised

here. See New Hampshire v. Maine, 532 U.S. 742, 750-51

(2001).

Our examination of the Agreement as a whole leads us

to conclude that the Agreement does not mandate arbitra-
No. 08-1699 19

tion of the types of claims Matria asserted against Duthie

and Condron in the AAA arbitration. As a result, we

need not reach Duthie and Condron’s alternate arguments in support of affirming the district court’s opinion

and entry of a preliminary injunction.

III. CONCLUSION

The judgment of the district court is AFFIRMED.

8-28-08