Advancepcs Health L.P. v. Pennsylvania Employees Benefit Trust Fund

MEMORANDUM **

AdvancePCS Health L.P. (“PCS”) appeals the district court’s dismissal of its diversity action for declaratory relief against Pennsylvania Employees Benefit Trust Fund (“PEBTF”). PCS also appeals the district court’s order granting PEBTF’s motion to compel arbitration. We affirm.

*302 The parties’ agreement included an arbitration provision 1 and a severability provision. 2 PCS argues that the two clauses evince an intent of the parties to exclude from arbitration issues of contract interpretation and validity. We cannot agree.

According to the arbitration clause, any “claim arising out of any alleged breach of this Agreement” shall be submitted to arbitration. (Emphasis added.) The dispute raised in the declaratory judgment action unquestionably concerned the contractual relationship. Although the issue that PCS sought to litigate arguably could be characterized as one of “contract enforceability” or “interpretation,” the existence or nonexistence of a breach is patently involved as well. As the district court noted, the determination whether a breach occurred necessarily required an interpretation of the contract. Whether PCS was responsible for liquidated…