Jorgens

MEMORANDUM *

Bruce Jorgens, David Schmidt, and William Albach (“Investors”) appeal the district court’s order staying their securities fraud action pending arbitration. At issue was whether defendant Matthew Matern is entitled to invoke the arbitration provision contained in the merger agreement between his principal, Internet Ventures, Inc. (“IVI”), and Investors. As Matern was so entitled, we affirm, for the following reasons:

1. The parties disagree as to which decisionmaker—the district court or the arbitrator—should have decided whether Matern was entitled to invoke the arbitration clause. Under either federal or state law the district court was the proper decisionmaker.

Under federal law, unless the parties “clearly agree” to submit a question of arbitrability to the arbitrator, the district court must decide the issue. See First Options of Chicago v. Kaplan, 514 U.S. 938, 945-46 , 115 S.Ct. 1920 , 131 L.Ed.2d 985 (1995). Here, Investors contend that they entered into an agreement with IVI, not Matern. So, even though the arbitration provision states generally that the is *421 sue of arbitrability is to be submitted to arbitration, Investors did not “clearly agree” that…