World Fuel Services v. Nambe Pueblo Development

Citation: 362 F. Supp. 3d 1021Docket: No. CIV 18-0836 JB\SCY

Court: District Court, D. New Mexico; January 22, 2019; Federal District Court

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Defendant Nambe Pueblo Development Corporation filed a Motion to Dismiss on October 1, 2018. A hearing took place on December 21, 2018, addressing several key issues: the Court's subject matter jurisdiction regarding claims from Plaintiff World Fuel Services, Inc. (a non-Indian party) against Nambe Pueblo Development Corporation and Nambe Corp. (both Indian parties); the applicability of either Rule 12(b)(1) or 12(b)(6) of the Federal Rules of Civil Procedure; the entitlement and waiver of Tribal sovereign immunity by Nambe Corp. and Nambe Pueblo; and the requirement for World Fuel to exhaust Tribal remedies before pursuing arbitration in federal court under the Federal Arbitration Act, despite the absence of an intra-Tribal dispute.

The Court determined that it has subject matter jurisdiction based on diversity and will consider the Motion under Rule 12(b)(6), without relying on documents attached to the Motion but considering those referenced in the Complaint. It found that both Nambe Corp. and Nambe Pueblo are entitled to Tribal sovereign immunity, with only Nambe Corp. waiving that immunity for arbitration purposes. Furthermore, the Court ruled that World Fuel must exhaust Tribal remedies before seeking federal relief on its arbitration demand, as no exceptions to the Tribal exhaustion doctrine apply and the Nambe Pueblo Tribal Court possesses colorable jurisdiction. Consequently, the case is stayed pending the exhaustion of Tribal Court remedies.

Factual background includes World Fuel's Petition to Compel Arbitration filed on August 31, 2018, and a subsequent Notice of Errata correcting the omission of key exhibits related to the case: the Motor Fuel Supply Agreement, a federal corporate charter for Nambe Pueblo Development Corporation, and a letter notifying Nambe Corp. of a tax dispute and arbitration demand.

The Court accepts the factual allegations made by World Fuel in the Complaint, the Agreement, the Federal Charter, and the August 8, 2018 Letter as true solely for the purpose of deciding the Motion to dismiss, following established legal precedents (Ashcroft v. Iqbal; Bell Atl. Corp. v. Twombly). In this context, the sufficiency of a complaint is determined by its content alone, and the court is limited to reviewing only the facts pled within the complaint. Several exceptions allow for the consideration of documents incorporated by reference, central to the claim, or subject to judicial notice. The Agreement, Federal Charter, and August 8, 2018 Letter are attached to the Complaint as exhibits and are not disputed in terms of authenticity. Therefore, they are treated as part of the Complaint for the Motion's consideration.

World Fuel is identified as a Texas corporation authorized to conduct business in New Mexico, with its main office in Miami-Dade County, Florida. Nambe Corp. is a federally chartered corporation under U.S. law, based in Santa Fe, New Mexico, and is fully owned by Nambe Pueblo, which is its sole shareholder with no physical shares issued.

The amount in controversy exceeds $75,000, specifically $1,929,486.18 in unpaid taxes owed by Nambe Corp. to World Fuel, establishing the Court's jurisdiction under 28 U.S.C. § 1332(a)(1) due to diversity of citizenship: World Fuel is a citizen of Texas and Florida, while Nambe Corp. is a citizen of New Mexico. Venue is proper under 28 U.S.C. § 1391(b)(1) as Nambe Corp. resides and the events occurred in New Mexico. World Fuel supplies petroleum fuel to distributors, and Nambe Corp. operates the Nambe Falls Travel Center and a gasoline station.

The two parties entered into a ten-year contract from May 17, 2017, to May 16, 2027, for the purchase of World Fuel branded and unbranded fuels, including alternative fuels, for the Nambe Falls Travel Center. This contract includes an arbitration provision stating that disputes unresolved through good faith efforts may be resolved via binding arbitration, with parties required to provide notice and an arbitrator's name. The contract also contains a waiver of sovereign immunity provision, allowing Nambe Corp. to waive its immunity solely for arbitration enforcement or compelling arbitration decisions. 

Additionally, Nambe Corp. is authorized to litigate under its Federal Charter's "sue and be sued" clause. A dispute regarding unpaid taxes arose around May 2018, leading to World Fuel issuing an invoice on July 27, 2018, which Nambe Corp. subsequently refused to pay.

On August 8, 2018, World Fuel formally notified Nambe Corp. of a dispute and demanded binding arbitration per the Agreement. The notice specified that World Fuel selected Honorable Bruce D. Black as an arbitrator and required Nambe Corp. to choose a second arbitrator within ten days. Both arbitrators would then appoint a third arbitrator, and the arbitration panel was to convene and resolve the dispute within 60 days. Nambe Corp. has not responded to this notice.

World Fuel's Complaint asserts a single claim for relief, arguing that the Agreement is valid and enforceable, including its arbitration clause. The Complaint claims the dispute is related to the Agreement and that all necessary conditions for maintaining the Complaint have been met. World Fuel requests the Court to compel Nambe Corp. to arbitrate under the Federal Arbitration Act (FAA).

In response, Nambe Corp. filed a motion to dismiss, asserting that World Fuel must exhaust tribal remedies in Nambe Tribal Courts, including the Southwest InterTribal Court of Appeals. Nambe Corp. contends that it will deny many allegations and raise defenses, including sovereign immunity, once it responds in the appropriate court. Additionally, Nambe Corp. submitted an affidavit from Randy Vigil, an enrolled member of Nambe Pueblo and a long-serving board member of Nambe Corp., to support its position.

R. Vigil, as Board Secretary, oversees the Board's records, prepares agendas and minutes, and maintains corporate documents for Nambe Corp. He identifies the federal charter approved by the Secretary of the Interior and ratified by the Nambe Pueblo Tribal Council as the 1994 version, while providing the current 2007 charter in his affidavit. Vigil notes that fuel sales between Alta Fuels/World Fuel and Nambe Corp. have been ongoing since 2009. A contract for fuel sales at the Nambe Travel Center was approved by the Board on November 10, 2008, and executed by CEO Herbert Yates on April 8, 2009. The Board believed its approval was necessary per Sections 301(e) and 701 of the Federal Charter.

After the 2009 contract expired in 2012, Alta Fuels entered into a new agreement that the Board did not approve and does not recognize as binding. Following the expiration of this 2012 contract in 2017, World Fuel, which acquired Alta Fuels, executed another contract signed by Board President Carlos Vigil without Board knowledge or approval. R. Vigil asserts that Carlos Vigil lacked authority to sign the agreement and that it was not presented to the Board until 2018, when it was expressly repudiated.

World Fuel sent an arbitration demand to Nambe Corp. on August 8, 2018, and Nambe Corp. authorized a response on August 9, refuting claims made in the Complaint. In its Memorandum in Support of the Motion to Dismiss, Nambe Corp. claims that two conditions for jurisdiction under *Montana v. United States* exist: the existence of a voluntary commercial relationship concerning fuel transactions at the Travel Center and that disputes arising after the expiration of such relationships maintain tribal jurisdiction.

Nambe Corp. references the Ninth Circuit's ruling in *Water Wheel Camp Recreational Area, Inc. v. LaRance*, which affirmed that a Tribal Court possesses Montana jurisdiction to resolve tort claims against non-Indian entities based on prior consensual relationships and disputes. Nambe Corp. argues that according to the *Williams v. Lee* test, the Nambe Pueblo Tribal Court and the Southwest InterTribal Court of Appeals are appropriate for adjudicating disputes with World Fuel, the non-Indian plaintiff, regarding fuel sales at the Nambe Travel Center. The Tenth Circuit has similarly adopted the *Williams v. Lee* principle, indicating that Tribal Courts, absent Congressional authorization, have jurisdiction over claims by non-Indians against Indian parties concerning their actions within Indian Country. Nambe Corp. claims that the *Williams v. Lee* test is separate from the Montana test, which applies only when a non-Indian party is a defendant in Tribal Court. Nambe Corp. asserts that even if Montana were applicable, tribal jurisdiction would still be justified. Furthermore, Nambe Corp. argues that World Fuel's lawsuit should be dismissed or stayed due to its failure to exhaust Tribal remedies, citing *National Farmers Union v. Crow Tribe of Indians* and *Iowa Mutual Insurance v. LaPlante*, which mandate that federal courts dismiss or stay civil actions arising in Indian Country until tribal remedies are exhausted, provided there is colorable Tribal Court jurisdiction under either the Montana or *Williams v. Lee* standards. The tribal entity in this dispute is Nambe Corp.

Nambe Corp. asserts that U.S. Supreme Court precedent mandates the exhaustion of Tribal remedies when there is a plausible claim for Tribal jurisdiction over a non-Indian party, referencing cases such as *Atkinson Trading Co. v. Shirley* and *Strate v. A-1 Contractors*. It highlights the Tenth Circuit's endorsement of this Tribal exhaustion doctrine through cases like *Norton v. Ute Indian Tribe* and others. Additionally, Nambe Corp. indicates that the Ninth, First, and Fifth Circuits have similarly upheld this requirement. The corporation argues that even when a plaintiff seeks to compel arbitration under the Federal Arbitration Act (FAA) or a binding arbitration clause, Tribal remedies must still be exhausted, citing *Bank One N.A. v. Shumake* for support. In this case, the Fifth Circuit ruled that the obligation to exhaust Tribal remedies takes precedence over compelling arbitration under the FAA. Nambe Corp. emphasizes that World Fuel must seek resolution of all legal issues in the Nambe Pueblo Tribal Court, including whether the 2017 contract, which serves as the basis for arbitration, was validly executed under Nambe law and if the waiver of immunity in Nambe's corporate charter applies. Nambe Corp. disputes the applicability of this waiver, arguing that the Agreement lacks requisite language regarding the corporation's property or income. Lastly, it contends that the Tribal Court must determine the validity of contracts with immunity waivers executed without proper authorization by Tribal officials or employees.

Nambe Corp. asserts that the binding nature of the 2017 contract, including its arbitration and sovereign immunity waiver provisions, hinges on whether the Board properly authorized the contract as required by Sections 301(e) and 701 of the Federal Charter. If the Board's authorization was insufficient, Nambe claims the contract and its provisions are ineffective. Nambe insists that the Nambe Pueblo Tribal Court must first resolve this issue before proceeding in federal court. 

Additionally, Nambe argues that the obligation to exhaust tribal remedies persists, regardless of World Fuel initiating a federal lawsuit prior to Nambe having the chance to seek relief in the Tribal Court. This duty holds especially true for non-Indian plaintiffs seeking judicial relief from tribal entities for disputes arising on tribal lands, where Tribal Courts are deemed the appropriate forums. Nambe maintains that both the Nambe Pueblo Tribal Court and the Southwest InterTribal Court of Appeals have jurisdiction over World Fuel's claims, supported by the fact that Nambe Corp.'s operations occur on tribal land and that the Nambe Tribal Code grants jurisdiction in such civil disputes.

Nambe Corp. references the precedent set in Williams v. Lee, which affirms Tribal Court jurisdiction for civil claims involving non-member plaintiffs against tribal defendants when the cause of action arises on tribal territory. It also cites Nevada v. Hicks, emphasizing that while the case limited Tribal Court jurisdiction concerning claims against state officers by tribal members, it did not negate the jurisdiction over civil claims by non-members against tribal defendants. Furthermore, Nambe argues that the Montana analysis is pivotal in determining tribal jurisdiction, with party alignment in the Tribal Court being the key factor in applying this analysis.

Nambe Corp. asserts that the Williams v. Lee precedent applies when a non-Indian party is the plaintiff, granting the Nambe Pueblo Tribal Courts jurisdiction over all claims by World Fuel. It argues that even if it were the plaintiff, the Montana test would still afford the Tribal Court jurisdiction. Nambe Corp. cites National Farmers and Iowa Mutual, claiming these require World Fuel to exhaust tribal remedies, thus necessitating the dismissal or stay of their action in federal court.

In response, World Fuel argues that the Federal Arbitration Act (FAA) was designed to streamline court procedures for arbitration enforcement, and that requiring tribal exhaustion contradicts congressional intent. World Fuel claims that only federal courts have jurisdiction under Section 4 of the FAA and that the arbitration clause in their 2017 contract specifies a non-Tribal forum for dispute resolution. It warns that allowing tribal corporations to unilaterally enforce tribal exhaustion would undermine the validity of arbitration agreements.

World Fuel refutes Nambe Corp.’s motion for several reasons: first, it argues that arbitrators, not courts, should resolve whether tribal exhaustion has been met and assess the validity of the arbitration agreement; second, it maintains that the motion improperly considers external matters not reflected in World Fuel's petition. Even if the court considers the motion, World Fuel argues that the tribal exhaustion doctrine is not applicable because the petition does not seek to bypass tribal proceedings and the arbitration clause explicitly waives any exhaustion requirement. World Fuel notes there is currently no pending action in the Nambe Tribal Courts. It highlights the arbitration clause mandates that disputes be resolved through binding arbitration, with the panel convening promptly and resolving disputes within 60 days according to New Mexico law.

World Fuel argues that the arbitration provision in its agreement with Nambe Corp. explicitly waives Nambe's immunity from suit solely for the purposes of compelling arbitration and enforcing arbitration decisions in competent courts. It refers to a "sue and be sued" clause in Nambe's Federal Charter, which allows Nambe Corp. to engage in legal action in U.S. courts, thereby independently waiving immunity. World Fuel claims to have provided formal notice of a dispute regarding unpaid taxes after Nambe refused to pay an invoice and demanded arbitration. It states that Nambe has not appointed a second arbitrator as required and has declined to proceed to arbitration. 

On August 31, 2018, World Fuel filed a petition in court to compel arbitration under Section 4 of the FAA. Nambe Corp. argues that World Fuel must first pursue its claim in Nambe Tribal Courts, which would counter the expedited procedures intended by the FAA. World Fuel contends that the issue of exhaustion should be resolved by arbitrators, not the court, since it pertains to grievance procedures, and that the validity of the Agreement should also be determined by arbitrators unless the challenge is specifically to the arbitration clause. Additionally, World Fuel asserts that if any issues were for the court to decide, it cannot consider evidence beyond the complaint's allegations. It argues that Nambe's motion is not based on a lack of jurisdiction but rather on the tribal exhaustion doctrine, which is a matter of comity rather than jurisdictional necessity.

World Fuel asserts that it has a valid claim under Section 4 of the Federal Arbitration Act (FAA), alleging a written contract with Nambe Corp. that includes an arbitration clause. Nambe Corp. allegedly failed to arbitrate a dispute as required, despite all necessary conditions being met. World Fuel contends that any arguments regarding the validity of the agreement or adherence to the Tribal exhaustion requirement should be resolved at trial, not dismissed preemptively, as the FAA mandates that courts address factual disputes summarily at trial. World Fuel argues that the FAA takes precedence over the Tribal exhaustion doctrine, which it describes as a non-jurisdictional, judicially-created rule intended to promote Tribal self-governance. This doctrine should not apply when Congress indicates a clear preference for federal forums or when applying it would obstruct access to those forums. World Fuel references Supreme Court rulings indicating that the Tribal exhaustion doctrine should not apply in situations where a Tribal Court lacks jurisdiction, as such requirements would only cause unnecessary delays. Furthermore, World Fuel emphasizes that the FAA mandates federal district courts to hear petitions under Section 4, interpreting the language of the FAA as requiring, rather than merely suggesting, federal jurisdiction. The argument is made that imposing an exhaustion requirement would negate the prompt resolutions intended by the FAA. World Fuel draws parallels to cases like El Paso and Preston v. Ferrer to support its position that federal law should displace both state and Tribal proceedings in similar contexts.

Preston v. Ferrer established an expansive interpretation of the Federal Arbitration Act (FAA), rejecting a distinction between judicial and administrative proceedings. World Fuel argues against treating tribal exhaustion as an unwritten exception to Congress's mandate for swift resolutions of Section 4 petitions. They assert that the Tenth Circuit has not ruled on tribal exhaustion in this context, implying that cases from other circuits should not be blindly followed if their circumstances differ. World Fuel notes that prior cases cited by Nambe Corp. involved plaintiffs compelled to arbitration only after a tribal member initiated a lawsuit in Tribal Court. While acknowledging the Tenth Circuit's stance that a parallel tribal proceeding is not needed for tribal exhaustion, World Fuel contends that the absence of such proceedings is relevant to the analysis.

World Fuel lists factors minimizing comity concerns: there is no ongoing tribal proceeding, the contract interprets New Mexico state law, the FAA mandates federal arbitration law application, the dispute is not intra-Tribal, the Agreement allows any jurisdictional court to hear arbitration petitions, the selected arbitration forum is non-Tribal, and the Agreement calls for expedited arbitration within sixty days. They argue that Nambe Corp.’s cited cases do not address the FAA's text or the principles established in Preston v. Ferrer that oppose delays from exhaustion requirements.

World Fuel further claims that Nambe Corp. waived the tribal exhaustion requirement by permitting any competent court to hear arbitration actions. They argue that the lack of explicit reference to tribal exhaustion does not negate waiver and that the Agreement's language implies intent for non-Tribal courts to preside. Lastly, World Fuel posits that the tribal exhaustion requirement is inapplicable without pending parallel tribal proceedings and mentions a pending Supreme Court petition regarding this issue.

World Fuel claims the dispute centers on the right to arbitrate a contractual disagreement rather than jurisdiction, urging the Court to deny Nambe Corp.'s Motion. Nambe Corp. argues that the existence of a contract is a question for the courts, not arbitrators, and acknowledges that if a contract's execution is undisputed and there are no separate challenges to the arbitration clause's validity, arbitrators should determine the contract's validity. However, Nambe Corp. contends that the Supreme Court has excluded scenarios where a party denies entering into a contract with an arbitration clause from this rule. They assert that compelling arbitration requires proof of an agreement, which World Fuel must establish. Nambe Corp.'s central argument is that the appropriate forum for determining contract formation and related issues is the Nambe Tribal Court, due to a duty to exhaust tribal remedies. 

Additionally, Nambe Corp. disputes World Fuel's interpretation of the arbitration clause, arguing that the clause does not waive the obligation to exhaust tribal remedies as it pertains to Nambe Corp., which is not a party to that contract. They emphasize that the duty to exhaust tribal remedies is upheld in the Tenth Circuit, regardless of any explicit waiver in a contract. Furthermore, Nambe Corp. asserts that this duty remains even without ongoing parallel Tribal Court proceedings, warning that excusing exhaustion could lead to conflicts between tribal and federal court proceedings, contradicting the purpose of the exhaustion doctrine.

Nambe Corp. disputes World Fuel's claim that resolving their contract and arbitration issues in Tribal courts will be slower than in federal court, asserting that any delays experienced by World Fuel are self-inflicted due to improper court filing. Nambe Corp. argues that once Tribal remedies are exhausted, the only possible post-Tribal Court recourse is to challenge the Tribal Court's jurisdiction, as res judicata prevents relitigation of its decisions. They emphasize that even those seeking a speedy release from tribal custody under 25 U.S.C. § 1303 must first exhaust Tribal remedies before approaching federal court. Nambe Corp. insists that obtaining a timely arbitration remedy is not more critical than seeking release from unlawful detention.

Nambe Corp. critiques World Fuel's reliance on Preston v. Ferrer, arguing it is inapplicable because it involves a situation where the arbitration agreement's validity was undisputed. They contend that state courts regularly handle motions to compel arbitration, countering World Fuel's assertion that only federal courts can adjudicate FAA claims. Nambe Corp. points out that federal courts have previously required non-Indian parties to present arbitration demands in Tribal Courts when disputes arose from on-reservation transactions.

It emphasizes that the Federal Arbitration Act (FAA) allows parties to seek arbitration relief in U.S. District Court only if federal jurisdiction exists over the underlying dispute. Nambe Corp. distinguishes the FAA from exclusive federal forum statutes, asserting that federal courts do not have exclusive jurisdiction over FAA disputes. Referencing the Supreme Court's ruling in El Paso, Nambe Corp. states that cases involving general federal law questions must adhere to the Tribal exhaustion requirement unless specific exceptions apply. They also clarify that the FAA does not confer exclusive jurisdiction to federal courts and allows for varying interpretations of valid arbitration agreements based on local non-federal contract law.

Nambe Corp. contends that federal law governing arbitrable issues only applies once a valid arbitration provision, agreed upon by both parties, is established. It highlights that the duty to exhaust tribal remedies is non-jurisdictional and only relevant in federal court if there is an obligation for the court to exercise its jurisdiction. Nambe Corp. asserts it properly relied on supporting materials outside the Complaint, as D.N.M. LR-Civ. 7.3(b) requires affidavits or admissible evidence to substantiate its claims regarding the exhaustion of tribal remedies. They filed the R. Vigil Affidavit to support their motion, claiming that World Fuel has not disputed any factual allegations backed by this affidavit or related exhibits.

Nambe Corp. argues that the standard requiring a court to promptly trial contract formation issues in the context of a Section 4 petition does not apply in this case. During a court hearing, the judge inquired if there was any case law suggesting dismissal instead of a stay in cases involving motions to arbitrate. Nambe Corp. noted the absence of Tenth Circuit precedent on the issue of dismissing for failure to exhaust tribal remedies while also seeking to compel arbitration. They explained that in other appellate courts, the party seeking to exhaust tribal remedies typically files a new action to challenge tribal court jurisdiction afterward. The court acknowledged that the Tenth Circuit favors stays over dismissals in such motions. Nambe Corp. clarified that a stay would not adversely affect them, as the Nambe Pueblo Tribal Court would determine the existence of a binding contract and arbitration clause, which could lead to further appeals regarding tribal court jurisdiction after the exhaustion process.

Nambe Corp. bases its motion for dismissal or stay on precedents from National Farmers and Iowa Mutual, arguing that the Tenth Circuit imposes a strict bar preventing the court from reviewing World Fuel's petition without first exhausting Tribal remedies. Nambe Corp. claims that this bar is consistently upheld, leaving no discretion regarding World Fuel's obligation to seek Tribal resolution before court intervention. 

Nambe Corp. asserts a valid basis for Tribal jurisdiction due to the case's potential adverse impact on Nambe Pueblo’s resources, as Nambe Pueblo wholly owns Nambe Corp. If World Fuel wins the payment dispute, it could affect the tribe’s financial resources. Additionally, jurisdiction exists since the Nambe Pueblo Tribal Court can handle disputes from consensual relationships occurring on their land. 

The company emphasizes that the fuel sales related to the dispute are ongoing, despite asserting that World Fuel's contract lacked Board approval. It argues that the issue of Board approval and its implications should be resolved by the Tribal Court. Nambe Corp. contends that federal law supports Tribal Court jurisdiction, particularly when a non-Indian party, like World Fuel, sues a Tribal entity, citing Williams v. Lee, which establishes that such disputes arising from party interactions on a reservation fall under Tribal jurisdiction.

Nambe Corp. distinguishes its case from Montana's jurisdictional test, which typically applies when a non-Indian is a defendant in a Tribal Court suit. However, if the court finds Montana's test relevant, Nambe Corp. believes it still applies, as it involves a non-Indian party engaged with a Tribal party in dealings on the reservation, with the dispute stemming from those dealings. The company references Atkinson Trading Co. v. Shirley, which introduced a nexus requirement that it argues is satisfied here, as the dispute arises from the agreement and World Fuel's activities on Nambe Pueblo Lands. Finally, the court inquired whether the cases of National Farmers and Iowa Mutual involved parallel proceedings in Tribal Court.

Nambe Corp. emphasized that existing parallel Tribal Court proceedings for National Farmers and Iowa Mutual do not mandate the requirement for prior Tribal Court actions to fulfill Tribal remedy exhaustion obligations, as established by the Tenth Circuit in United States v. Tsosie. Nambe Corp. pointed out that this ruling applies even to the United States, indicating that no pending Tribal Court action is necessary. They referenced Smith v. Moffett to support their position that parallel proceedings are irrelevant, arguing that permitting such a requirement could incentivize a race to file in court. 

Furthermore, Nambe Corp. contended that World Fuel cannot assert a waiver of the Tribal exhaustion requirement based on a contract that has not been adjudicated as binding, noting that the contract does not explicitly waive Tribal remedies. They asserted that in the Tenth Circuit, a Tribal party is unable to waive the Tribal exhaustion duty, citing the case of Navajo Nation v. Intermountain Steel Buildings, where it was concluded that this exhaustion rule is inescapable.

Nambe Corp. distinguished the Federal Arbitration Act (FAA) from the Perishable Agricultural Commodities Act (PAA), arguing that the FAA allows for arbitration petitions to be filed in both federal and state or Tribal courts, unlike the PAA, which favors federal jurisdiction. They noted that the precedent cited by World Fuel does not exclude situations where the validity of the contract containing the arbitration clause is contested, asserting that the Nambe Tribal Court must determine the contract's binding nature. Moreover, they argued that previous cases included arbitration clauses that delegated validity issues to arbitrators, whereas the clause in question does not. 

Nambe Corp. maintained that the Nambe Pueblo Tribal Court should resolve all pertinent factual and legal questions, which necessitate Federal Charter interpretation. They acknowledged the federal courts' obligation to address federal causes of action but argued that the Tribal exhaustion doctrine serves as a non-jurisdictional exception to this duty. Lastly, Nambe Corp. claimed that requiring Tribal exhaustion would not significantly delay World Fuel's access to remedies, noting that World Fuel chose to initiate its claim in federal court without first exhausting Tribal remedies.

Nambe Corp. argued that if the Nambe Pueblo Tribal Court has jurisdiction, res judicata will prevent relitigation of resolved issues. It asserted that challenges to the Tribal Court's competence do not exempt World Fuel from the requirement to exhaust Tribal remedies. In response to the Court's inquiries about the Tribal Court, Nambe Corp. noted that its judge, previously barred in New Mexico, is law-trained with significant experience. The Tribal Court adheres to procedural rules, incorporates state law where applicable, and is subject to appeals from the Southwest InterTribal Court of Appeals. The court issues written opinions and has its own legal framework. 

The Court inquired about a pending certiorari petition in *Harvey v. Ute Indian Tribe*, focusing on whether the Tribal exhaustion doctrine applies to state courts and if it mandates non-Tribal courts to defer to Tribal Courts absent invoked jurisdiction. The Court observed a split in federal courts regarding the application of the Tribal exhaustion doctrine without parallel Tribal proceedings. Nambe Corp. contended that non-Tribal courts should not consider the lack of parallel Tribal proceedings as a factor in applying the doctrine. Additionally, when questioned about whether the Tribal exhaustion doctrine resembles an abstention doctrine, Nambe Corp. clarified that while it shares similarities, it is a unique form established by the Supreme Court and Tenth Circuit that does not necessitate parallel proceedings. The Court also sought clarification on whether the Motion was a 12(b)(1) or a 12(b)(6) motion, to which Nambe Corp. responded that the Motion is similar to a 12(b)(1) but not jurisdictional, and akin to a 12(b)(6) without challenging the Complaint’s merits.

Nambe Corp. asserted that in the District of New Mexico, parties submit affidavits to establish necessary predicate facts for invoking the Tribal exhaustion doctrine, which it contends is a unique, non-waivable duty established by the Supreme Court and does not mandate a parallel Tribal Court proceeding. Nambe Corp. argued that this doctrine does not fall under the jurisdictional rules 12(b)(1) or 12(b)(6), emphasizing the obligation to exhaust Tribal remedies regardless of the validity of the pleadings.

World Fuel countered that the Tribal exhaustion doctrine is the sole basis for Nambe Corp.'s Motion and maintained that its Complaint is valid, alleging a breach of the arbitration provision and fulfillment of conditions precedent for arbitration. World Fuel claimed that the Court should disregard the R. Vigil Affidavit unless Nambe Corp.'s Motion is deemed jurisdictional, asserting that reliance on the affidavit was improper because it includes extraneous facts not within the Complaint.

World Fuel requested the Court to deny Nambe Corp.'s Motion and compel an Answer, or alternatively, to move the matter to trial. The Court queried whether it could rule on the Motion based on comity without an Answer, to which World Fuel responded that factual issues exist, including the accrual of the cause of action, warranting an Answer.

World Fuel referenced the Federal Charter, asserting that the president of Nambe Corp. holds authority to sign contracts unless specifically delegated otherwise, claiming this validates the contract and asserts the Court's jurisdiction over arbitration matters. World Fuel argued that the absence of a dispute regarding the contract's validity underpins Nambe Corp.'s exhaustion claim. The Court noted inconsistencies in the Federal Charter and highlighted that it raised more questions than answers.

World Fuel contended that Tribal Courts lack jurisdiction for actions under the FAA Section 4, arguing that such claims fall exclusively within the federal court's jurisdiction, unlike FAA Sections 2 and 3, which state courts may consider. It emphasized that Section 4 specifies procedures governed by the Federal Rules of Civil Procedure, ensuring a swift resolution.

World Fuel contended that their petition for arbitration was based on a specific section of the Federal Arbitration Act (FAA) that includes unique provisions regarding the Federal Rules of Civil Procedure and notice requirements. They argued that if the court dismisses the case, they would have to initiate a motion to dismiss their own complaint in the Nambe Pueblo Tribal Court due to a lack of jurisdiction under the FAA in that court. World Fuel asserted that Supreme Court precedent supports the idea that arbitration's objectives can take precedence over the requirement for exhausting administrative remedies, highlighting a case where the Court prioritized speed and efficiency over tribal exhaustion. They claimed that the court has diversity jurisdiction in this matter and referenced a Tenth Circuit case suggesting that tribal exhaustion could be waived by Nambe Corp. 

World Fuel emphasized the need for the court to assess potential waiver of tribal exhaustion and argued that factual disputes should be resolved in a summary trial format. They indicated that the dispute involves approximately two million dollars in alleged unpaid excise taxes owed to them. Citing another Tenth Circuit case, they noted that there was no requirement for tribal exhaustion in the absence of a tribal court. World Fuel argued that the issues did not necessitate tribal expertise and could instead be addressed through New Mexico law. Furthermore, they pointed out that the absence of a tribal proceeding should influence the court's decision regarding dismissal for exhaustion. They concluded that, since a specific arbitration claim cannot be filed in Tribal Court, there would be no parallel proceedings, advocating for the denial of the motion to dismiss and for Nambe Corp. to file an answer, followed by a summary trial of the issues. Lastly, they mentioned that Nambe Corp.'s argument regarding the improper consideration of facts in an affidavit was dependent on the affidavit itself concerning certain case law.

The Board's lack of approval of the contract can be disregarded when considering the necessity to file a motion to compel arbitration in Tribal Court, as argued by Nambe Corp. They contend that the arbitration clause does not assign gateway issues like contract validity to arbitration and that the Federal Charter requires Board approval for the contract. Nambe Corp. asserts that the interpretation of the Federal Charter should be resolved in Tribal Court. The case Comanche Indian Tribe of Okla. v. 49 L.L.C. is cited to illustrate that the Tribe did not argue for exhaustion due to the absence of a Comanche Tribal Court. Nambe Corp. believes that World Fuel's potential filing in the Nambe Pueblo Tribal Court does not fall under the Federal Arbitration Act's Section 4, yet the exhaustion doctrine obliges the Tribal Court to address the dispute without invoking this section.

The Court expressed a strong impression of an exhaustion requirement during the hearing and showed concern about circumventing the Tribal exhaustion doctrine without adequate justification. The Court plans to provide further guidance after the new year. Additionally, the excerpt discusses Rule 12(b)(1) regarding motions to dismiss for lack of subject-matter jurisdiction, emphasizing federal courts' limited jurisdiction and the plaintiff's burden to demonstrate jurisdiction. The Tenth Circuit distinguishes between facial attacks on jurisdiction, which assume the truth of the allegations, and factual challenges, which do not.

A court has significant discretion under Rule 12(b)(1) to consider affidavits and other documents, as well as conduct limited evidentiary hearings, to address disputed jurisdictional facts without converting the motion into a Rule 56 summary judgment motion. This is established in Alto Eldorado Partners v. City of Santa Fe and affirmed by the Tenth Circuit. Unlike Rule 12(b)(6), where allegations are taken as true, a Rule 12(b)(1) motion allows the court to evaluate the merits of jurisdictional claims, meaning no presumptive truthfulness applies to the plaintiff's allegations. Courts may examine evidence beyond the pleadings to verify jurisdictional facts, as supported by various cases, including New Mexicans for Bill Richardson v. Gonzales and Holt v. United States. If jurisdictional issues are intertwined with the case's merits, a court should resolve the motion under either Rule 12(b)(6) or Rule 56. The determination of whether a jurisdictional question is linked to the merits hinges on whether resolving the jurisdictional issue necessitates addressing aspects of the substantive claim. 

Rule 12(b)(6) permits dismissal for failure to state a claim, assessing the sufficiency of the complaint's allegations, which must be taken as true. Courts may also consider documents referenced in the complaint if their relevance is critical to the claims and their authenticity is not disputed, as demonstrated in Armstrong v. N.M. Disability Det. Servs. and GFF Corp. v. Associated Wholesale Grocers, Inc.

A plaintiff's complaint must include factual allegations that are sufficient to establish a plausible claim for relief. If a document central to the claim is referenced but not attached, the defendant can introduce an authentic copy for the court's consideration. When evaluating a Rule 12(b)(6) motion to dismiss, courts accept all well-pleaded factual allegations as true and view them favorably toward the plaintiff, only dismissing if no reasonable inference of plausibility can be drawn from those facts. Complaints should not rely on vague labels or conclusory statements; they must provide factual content that raises the right to relief above mere speculation. For claims under the Racketeer Influenced and Corrupt Organizations Act (RICO), a pattern of racketeering activity must be established, as a single act is insufficient. The court will not interpret pleadings so liberally as to advocate for the plaintiff, and a claim has facial plausibility if it allows the court to reasonably infer the defendant's liability for the alleged misconduct.

Plausibility in allegations requires that complaints specify claims robustly enough to transition from conceivable to plausible, as established in Robbins v. Oklahoma. General allegations lacking specificity, which may include innocent conduct, do not meet this threshold. The sufficiency of a complaint is determined solely by its content; the district court's review in a motion to dismiss is confined to the allegations presented within the complaint itself, as reiterated in Carter v. Daniels. There are three exceptions to this rule: (1) documents incorporated by reference in the complaint, (2) documents central to the plaintiff's claim that are undisputed, and (3) matters subject to judicial notice. The Tenth Circuit has ruled against reliance on extrinsic documents that are not part of the complaint, as seen in Gee v. Pacheco. In cases where courts considered facts outside the complaint, they effectively treated the motion as one for summary judgment rather than a motion to dismiss under Rule 12(b)(6). Additionally, the Tenth Circuit has indicated that non-jurisdictional requirements, such as filing deadlines with the Equal Employment Opportunity Commission, should also be analyzed under Rule 12(b)(6).

The district court's reliance on evidentiary materials outside of Douglas' complaint necessitated treating Norton's motion as a motion for summary judgment, as indicated in the referenced case law. Previous rulings establish that when a plaintiff summarizes a defendant's statements in their complaint, the court cannot consider documents attached by the defendants unless those statements are incorporated by reference or central to the allegations. In Mocek v. City of Albuquerque, it was determined that such statements were only used to challenge the defendant's credibility, thus not central to the claims. Similarly, in Great American Co. v. Crabtree, the court ruled that documents showing a plaintiff's awareness of alleged fraud could not be considered for tolling a statute of limitations because they were not referenced in the complaint. Conversely, exceptions exist, such as in securities class actions, where documents central to the claim can be considered without converting a motion to dismiss into a summary judgment motion, as seen in Genesee County Employees Retirement Systems v. Thornburg Mortgage Securities Trust 2006-3. The tribal exhaustion doctrine requires parties to exhaust Tribal Court remedies even when federal jurisdiction is concurrent, underscoring the federal policy of promoting tribal self-governance, as highlighted in National Farmers and Iowa Mutual decisions.

The Supreme Court established the Tribal Court exhaustion rule in National Farmers and Iowa Mutual, emphasizing three key reasons. First, it reflects Congress's commitment to promoting Tribal self-government, as Tribal courts are crucial for this governance, and federal intervention could undermine their authority. Second, the rule ensures the orderly administration of justice by allowing Tribal Courts to develop a complete record before federal courts intervene, thus avoiding competition between the two. Third, it enables Tribal Courts to offer their expertise in cases involving Tribal law for potential judicial review.

There are three exceptions to the exhaustion requirement. First, exhaustion is unnecessary when Tribal jurisdiction is pursued in bad faith or to harass, importing this standard from Juidice v. Vail. This precedent highlights that federal courts should abstain from intervening in state proceedings unless bad faith is evident in the proceedings themselves or the overseeing court. The Ninth Circuit has interpreted this bad-faith exception to necessitate evidence of bad faith from the court or in the process to circumvent the exhaustion requirement.

Bad faith from a party is insufficient for exemption from exhausting Tribal Court remedies, as established in *Juidice v. Vail* and *Grand Canyon Skywalk Dev. LLC v. Sa' Nyu Wa Inc.*. The Tribal Court must demonstrate bad faith to trigger such an exemption. The second exception to the Tribal exhaustion doctrine arises when actions violate explicit jurisdictional prohibitions, requiring federal courts to assess whether federal law clearly preempts tribal jurisdiction. To claim this exception, a party must make a substantial showing, as outlined in *Kerr-McGee Corp. v. Farley*. The Tenth Circuit emphasizes that Tribal Courts typically retain the first opportunity to determine jurisdiction. 

This second exception is generally applicable when federal courts possess exclusive jurisdiction or when sovereign immunity prevents Tribal jurisdiction. The third exception occurs when exhaustion would be futile due to insufficient opportunity to challenge jurisdiction; however, mere speculation of futility does not suffice. A party must actively seek resolution in Tribal Court to invoke this exception. Voluntary non-pursuit in Tribal Court negates the futility claim. Following the exhaustion of Tribal Court remedies, the federal district court, if concurrent jurisdiction exists, reviews findings of fact for clear error and legal conclusions de novo, as noted in *Mustang Prod. Co. v. Harrison* and *Duncan Energy Co. v. Three Affiliated Tribes*.

The district court must review a Tribal Court's findings of fact using a deferential, clearly erroneous standard, while applying de novo review for federal law determinations and granting more deference to Tribal law. The Tenth Circuit has broadly enforced the Tribal exhaustion doctrine beyond just jurisdictional matters, requiring exhaustion of Tribal Court remedies in numerous cases, as established in Hartman v. Kickapoo Tribe Gaming Commission and others. Federal courts recognize the importance of allowing Tribal Courts to first assess their jurisdiction over issues arising on Indian reservations, a stance supported by multiple circuit courts. The policy underlying the Tribal exhaustion doctrine prioritizes tribal self-governance over federal jurisdiction. The existence of a tribal forum generally necessitates deference to it, as illustrated by Judge Parker's ruling in Navajo Nation v. Intermountain Steel Buildings, Inc., which emphasized the need for exhaustion of Tribal remedies even in the absence of an ongoing Tribal Court action. Judge Parker highlighted the challenges to self-determination and governance posed by federal intervention in matters involving Tribal entities and contracts on Tribal land, particularly when there are disputes regarding the applicability of Tribal law. Additionally, cases like Montana, Strate v. A-1 Contractors, and Hicks primarily address Tribal jurisdiction over non-Indians and have not mandated exhaustion.

An Indian Tribe possesses the exclusive authority to confer or withdraw its membership, a power upheld by the Supreme Court unless restricted by treaty or statute. The Tenth Circuit reaffirms that, in the absence of explicit congressional legislation, tribes retain the authority to determine their membership questions. The Supreme Court emphasizes that a tribe's ability to define its own membership is central to its identity as an independent political entity, cautioning against judicial interference in these sensitive matters.

The Indian Self-Determination Act (ISDA) was enacted to foster tribal self-governance, aiming to shift control of programs and services for Indians from federal oversight to tribal management. The ISDA's primary goal is to facilitate an orderly transition to effective tribal participation in planning and administration. The U.S. government is committed to supporting tribes in developing stable governance and enhancing their economic prospects. Courts have interpreted the ISDA as reflecting Congress's intent to promote tribal self-sufficiency and economic growth. However, the ISDA does not create a federal right of action against tribes or tribal officials regarding the execution of contracts with the U.S. for federal programs, although it allows for federal litigation in certain limited circumstances.

25 U.S.C. § 50d allows for criminal prosecution related to theft or embezzlement of ISDA funds, while 25 U.S.C. § 450f(c)(3)(A) provides a limited waiver of Tribal sovereign immunity when mandatory liability insurance is involved. Federal courts have jurisdiction over certain claims by Tribal organizations against federal agencies under ISDA contracts, as stated in 25 U.S.C. § 450m-1. However, ISDA generally preserves Tribal sovereign immunity, as outlined in 25 U.S.C. § 450n(1), affirming that the Act does not modify or impair the sovereign immunity of Indian tribes.

Tribal immunity extends to contracts regardless of their governmental or commercial nature and whether executed on or off reservations, supported by precedent such as Kiowa Tribe v. Mfg. Techs. Inc. and Okla. Tax Comm'n v. Citizen Band Potawatomi Indian Tribe. Congress has repeatedly endorsed the immunity doctrine to promote Indian self-government and economic development.

In Demontiney v. United States, the Ninth Circuit upheld that a Tribe was immune from a suit by a Tribal member regarding payments for subcontracted work under an ISDA contract, emphasizing a strong presumption against waiving Tribal sovereign immunity. Similarly, in Pink v. Modoc Indian Health Project, Inc., the Ninth Circuit concluded that ISDA does not provide federal subject matter jurisdiction for claims against Tribal entities due to the preservation of Tribal immunity.

The determination of whether a cause of action exists under a statute involves assessing several factors, including whether the plaintiff is among the intended beneficiaries of the statute, indications of legislative intent regarding remedies, consistency with legislative purposes, and whether the issue is traditionally under state or tribal law jurisdiction. The Supreme Court has since streamlined these considerations to focus on Congress's intent to create a private cause of action.

The excerpt highlights key legal principles regarding implied private rights of action and state jurisdiction over Indian tribes. The Tenth Circuit's interpretation of Congressional intent has shifted to focus primarily on statutory construction, as established in *Cort v. Ash*, where the intent to create a private remedy is deemed the most significant factor. The Supreme Court's decision in *Touche Ross Co. v. Redington* emphasized that if a statute explicitly provides for certain liabilities, no implied liabilities exist, reflecting a more narrow application of the *Cort* factors.

Regarding state jurisdiction, the Supreme Court established in *Worcester v. Georgia* that Indian tribes and individuals on reservations are generally not subject to state law without Congressional authorization. This principle is rooted in a historical policy to keep state control over tribal affairs minimal, especially when dealing with on-reservation conduct solely involving Indians. The Tenth Circuit and New Mexico courts have consistently held that New Mexico lacks jurisdiction over tribes and reservation Indians.

On diversity jurisdiction, it is noted that under 28 U.S.C. § 1332(a)(1), there must be complete diversity among parties and the matter in controversy must exceed $75,000, exclusive of interest and costs. This requirement is crucial for establishing subject-matter jurisdiction in federal courts.

Diversity jurisdiction exists when no party on one side of a dispute shares citizenship with any party on the other side. Citizenship is determined by a person’s domicile, defined as the place of residence with the intent to remain indefinitely at the time of filing. If a person’s domicile cannot be established, it defaults to the domicile of their parents at birth. A person's residence can indicate citizenship, while corporations are considered citizens of their state of incorporation and where their principal place of business is located.

The amount-in-controversy requirement for federal jurisdiction is currently set at $75,000, needing to be satisfied between a single plaintiff and a single defendant. Plaintiffs cannot aggregate claims against multiple defendants to meet this requirement, nor can multiple plaintiffs combine claims against a single defendant. However, if multiple defendants are jointly liable for certain claims, those amounts can be aggregated for the jurisdictional threshold.

Multiple plaintiffs can aggregate their claims against a single defendant when those claims are not "separate and distinct," as established in Martin v. Franklin Capital Corp. Additionally, a single plaintiff can aggregate unrelated claims against the same defendant. Original jurisdiction exists if a plaintiff can recover over $75,000 from a single defendant, regardless of other jointly liable co-defendants. The court may then exercise supplemental jurisdiction over related claims or parties, provided they share a common nucleus of operative fact. 

The amount-in-controversy must be proven by a preponderance of the evidence. In scenarios involving removal to federal court, a defendant must demonstrate that it is possible for the amount in controversy to exceed $75,000, as interpreted in McPhail v. Deere Co. The Supreme Court clarified that a defendant's notice of removal needs only to include a plausible allegation that the amount exceeds the jurisdictional threshold. The district court should consider external evidence to determine if the amount-in-controversy requirement is met, but only if the plaintiff contests the defendant's assertion.

In the context of motions to compel arbitration under the Federal Arbitration Act (FAA), federal courts often rely on diversity jurisdiction since the FAA does not provide an independent basis for federal jurisdiction. This creates complications when not all parties in a state court action are present in a federal court seeking to compel arbitration, raising issues related to the court's diversity jurisdiction.

A federal court should not "look through" to the state court complaint to assess diversity jurisdiction in an FAA motion to compel arbitration, focusing instead solely on the diversity of the parties before it. The Supreme Court's ruling in Vaden v. Discover Bank allows federal courts to "look through" in determining federal question jurisdiction, but this does not apply to diversity jurisdiction. The Eighth Circuit has established that diversity is determined by the citizenship of parties named in the federal action, along with any indispensable parties as per Rule 19, rather than any parties in the underlying state action. Additionally, previous circuit rulings unanimously supported assessing only the citizenship of federal action parties. The Supreme Court's lack of discussion on diversity jurisdiction in cases with non-diverse parties further emphasizes its independent nature. The District of New Mexico has seen multiple rulings affirming this approach, including a case where non-diverse defendants in a state tort action were deemed unnecessary for determining diversity in a federal arbitration context.

Judge Hansen adhered to the Eighth Circuit's ruling, which clarified that Vaden did not implicitly overturn prior circuit decisions that focused solely on the citizenship of the named parties in federal actions. Specifically, Vaden is not applicable when jurisdiction is based on diversity of citizenship instead of a federal question. The Eighth Circuit has explicitly rejected the idea that federal jurisdiction over a diversity-based petition to compel arbitration is unavailable due to non-diverse state court defendants.

In assessing the amount in controversy for motions to compel arbitration, courts may "look through" to potential arbitration awards. The Tenth Circuit supports this view, indicating that the requisite jurisdictional amount is satisfied unless it is legally certain that the arbitration stakes are $75,000 or less.

Regarding arbitration agreements, both federal and New Mexico law promote a public policy favoring arbitration, viewing it as a means for efficient and cost-effective dispute resolution. For an arbitration agreement to be enforceable, it must be valid per state contract law principles and not illusory or unconscionable. Courts evaluate the validity of arbitration agreements under general state contract law.

The Federal Arbitration Act (FAA) emphasizes that arbitration is a contractual matter, aiming to enforce arbitration agreements consistently and placing them on the same footing as other contracts. The FAA governs motions to compel arbitration for contracts related to commerce.

Under the Federal Arbitration Act (FAA), specifically 9 U.S.C. § 4, a party aggrieved by another's failure to arbitrate under a written agreement may petition a federal court to compel arbitration. The court will order arbitration if it finds that the agreement is valid and enforceable. Section 2 of the FAA establishes that written arbitration provisions in commerce-related contracts are valid and enforceable unless revoked on legal or equitable grounds. If a party challenges the arbitration agreement's validity, the court must address the challenge before enforcing arbitration under § 4.

Additionally, 9 U.S.C. § 3 mandates that if a matter is subject to arbitration, the district court must stay the case until arbitration occurs. However, several Courts of Appeals have determined that dismissal is appropriate when all issues in a lawsuit are subject to arbitration. The Tenth Circuit has noted that while § 3's language requires a stay upon a party's request, if a party seeks dismissal and no stay is requested, dismissal may be proper. This has been upheld in various cases, including those from the First, Fifth, and Ninth Circuits. New Mexico's Uniform Arbitration Act also applies, encompassing N.M. Stat. Ann. § 44-7A-1 to -32.

An agreement to submit disputes to arbitration in New Mexico is deemed "valid, enforceable, and irrevocable," barring legal grounds for contract revocation, per N.M. Stat. Ann. 44-7A-7(a). When a court identifies an enforceable arbitration agreement, it is required to order arbitration, as stated in N.M. Stat. Ann. 44-7A-8(a). New Mexico courts interpret the New Mexico Uniform Arbitration Act (NMUAA) as reflecting a public policy that strongly favors arbitration, aimed at reducing court caseloads. Judicial support for arbitration aligns with the legislative intent to preserve judicial resources. Courts will confirm the existence of an arbitration agreement and enforce it, demonstrating a reluctance to intervene between parties once they have agreed to arbitrate disputes, especially when broad arbitration clauses are present. Unless limited by specific language, arbitration agreements are broadly construed, and courts focus solely on determining whether such agreements exist. If an agreement is found, the court must enforce it; if not, arbitration is denied. Parties are bound by their arbitration agreements as established in various case law, reinforcing the commitment to resolve disputes through arbitration.

Federal law strongly supports arbitration as a speedy and cost-effective method for resolving disputes, as established in several key cases. The Federal Arbitration Act (FAA) reflects Congress's intention to treat arbitration agreements equally to other contracts, aiming to eliminate judicial reluctance to enforce arbitration. When the applicability of arbitration is questioned, any uncertainties regarding the scope of arbitrable issues should be resolved in favor of arbitration. New Mexico state courts also recognize arbitration as a preferred dispute resolution method, promoting judicial efficiency.

The Supreme Court has emphasized that arbitration is fundamentally a contractual agreement between parties, applicable only to disputes they have consented to arbitrate. Courts are required to interpret arbitration clauses liberally, with any doubts favoring arbitration. However, this presumption of arbitrability is set aside when there is a dispute regarding the existence of a valid arbitration agreement. In the Tenth Circuit and New Mexico courts, establishing the existence of an arbitration agreement is a prerequisite for invoking the FAA.

The court determines whether an agreement to arbitrate exists and, if so, must mandate arbitration. Arbitration agreements can be invalidated by general contract defenses such as fraud, duress, or unconscionability. A valid arbitration clause compels arbitration of disputes that reasonably relate to the contract's subject matter. Courts assess the validity of arbitration agreements based on state contract law, but state laws hostile to arbitration are preempted by the Federal Arbitration Act (FAA). The trial court, not the arbitrator, decides the existence of a valid arbitration agreement. Each party in a contract is presumed to understand the terms, and a legally enforceable contract requires an offer, acceptance, consideration, and mutual assent. Consideration involves promises to act or refrain from actions that one is not legally obligated to undertake. A valid contract must have mutuality, meaning both parties provide consideration. Agreements lacking a "bargained-for exchange" are unenforceable. Agreements that allow unilateral modification or revocation are considered illusory and unenforceable, including arbitration agreements. If one party retains the right to change the agreement unilaterally, they have not made a binding promise. Examples of illusory arbitration agreements have been established in New Mexico case law.

Judge Martha A. Vázquez of the United States District Court for the District of New Mexico evaluated the enforceability of an arbitration provision in an employment handbook regarding an employee's claims of sexual harassment and constructive discharge under Title VII. The employer argued that two documents signed by the employee constituted a valid arbitration agreement. These documents included an acknowledgment of reading and agreeing to the employer's arbitration program, "We Can Work It Out," and a compliance acknowledgment for the employment handbook. Judge Vázquez ruled that the arbitration agreement was illusory because it was signed over two months after the employee began her employment, thus modifying her employment terms without reciprocal consideration. The ambiguity in the employment agreement regarding whether it was binding on the employer contributed to its illusory nature. The Tenth Circuit upheld this ruling, emphasizing that an arbitration agreement allowing one party to unilaterally alter its terms is also illusory. Similarly, the New Mexico Court of Appeals examined a comparable case where an arbitration agreement bound the employee but not the employer, concluding it was illusory due to the employer's ability to amend the arbitration policy at will, thereby lacking necessary consideration for enforcement. In another case, Piano v. Premier Distributing Co., an employee signed an arbitration agreement under the threat of termination, leading to a wrongful termination lawsuit after her employment was terminated, highlighting issues of coercion in arbitration agreements.

The New Mexico Court of Appeals addressed the issue of whether an employer's promise of continued at-will employment is adequate consideration for an employee's agreement to arbitrate claims. The court found that such a promise was illusory, as it did not impose any restrictions on the employer's ability to terminate the employee, rendering the agreement unenforceable. In contrast, in Lumuenemo v. Citigroup, Inc., the court distinguished its case from Piano v. Premier Distributing Co., noting that the plaintiff's initial hiring was contingent upon agreeing to the arbitration terms, thereby providing valid consideration. Additionally, the plaintiff had the option to contest changes to the arbitration agreement within 30 days. The holding in Piano was deemed non-binding. The Supreme Court of New Mexico, in Salazar v. Citadel Communications Corp., ruled that an arbitration agreement was unenforceable due to the employer's right to modify provisions at any time. However, the Court of Appeals in Sisneros v. Citadel Broadcasting Co. found that an arbitration policy that restricted the employer's ability to amend the agreement created mutual obligations, making the arbitration agreement enforceable. Similarly, in Hardin v. First Cash Financial Services, Inc., the Tenth Circuit upheld an arbitration agreement that included notice and limitation provisions, concluding these prevented the agreement from being illusory. The reciprocal obligation to arbitrate was recognized as sufficient consideration in these cases.

Under Erie Railroad Co. v. Tompkins, a federal district court exercising diversity jurisdiction must apply state law to achieve outcomes consistent with state courts. If no Supreme Court of New Mexico ruling exists on a particular substantive law issue, the federal court must predict how the state supreme court would decide. Courts should prioritize the state supreme court's text and look to Court of Appeals decisions for guidance, though they are not bound by them. If only Court of Appeals opinions are available, the federal court's role is to forecast the state supreme court's stance based on existing lower court rulings. 

In diversity cases under 28 U.S.C. § 1332, the court must also adhere to the forum state's choice-of-law rules. New Mexico employs a two-step choice-of-law analysis: first, identifying the substantive law area relevant to a claim, and then applying New Mexico's choice-of-law principles. For tort claims, New Mexico follows the lex loci delicti commissi doctrine, applying the law of the location where the tort occurred.

In Mosley v. Titus, the court establishes that the "place of the wrong" is determined by the location where the last act necessary to complete the injury occurred, particularly when the claim involves harm. The document also outlines the abstention doctrine from Colorado River Water Conservation District v. United States, which allows federal courts to dismiss cases in favor of concurrent state proceedings in exceptional circumstances. The Supreme Court provided specific factors for district courts to consider when evaluating such dismissals: 

1. Difficulty of state law questions or their substantial import to the state.
2. Judicial economy and administration.
3. Which court first assumed jurisdiction over relevant property.
4. Convenience of the federal versus state forum.
5. Avoidance of piecemeal litigation.
6. Order of jurisdiction acquisition.

Additionally, parallel proceedings are a prerequisite for applying the Colorado River analysis, which does not require identical parties or issues but rather that substantially the same parties litigate substantially similar issues. The Supreme Court emphasized that no single factor is decisive and that a pragmatic, flexible approach should be taken when assessing jurisdictional priority, considering the progress made in both actions, regardless of filing order.

Factors favoring dismissal include the lack of proceedings in the District Court beyond the initial complaint before the motion to dismiss was filed. The Colorado River abstention doctrine allows district courts to stay or dismiss actions only under "extraordinary circumstances," determined by weighing specific factors. This doctrine aims to conserve judicial resources when concurrent jurisdictions are involved. Conversely, Brillhart abstention applies specifically to situations involving declaratory judgment actions, distinguishing it from cases seeking coercive relief, where the Colorado River standards must be applied.

The court rejected the argument that a plaintiff's requests for coercive relief could be deemed ancillary to declaratory relief, asserting that both forms of relief necessitate evaluation under the Colorado River standard unless the injunctive relief request is frivolous or solely to evade the Brillhart standard. Precedent from the Fifth Circuit supports this view, noting that when both types of relief are sought, Colorado River applies broadly.

The case Moses H. Cone Memorial Hospital v. Mercury Construction Corp. illustrates this principle, where the district court’s application of Colorado River abstention was ultimately overturned by the Fourth Circuit and affirmed by the Supreme Court, which found no exceptional circumstances justifying a stay. The Supreme Court noted that key Colorado River factors, such as jurisdiction over a res and convenience of the federal forum, did not favor a stay, and the remaining factors suggested against it.

The Supreme Court determined that there was no piecemeal litigation, as the arbitrability issue could be separated from the underlying disputes. Although the state court suit was filed nineteen days prior to the federal suit, this timing did not support abstention, since Mercury's arbitration petition arose from the Hospital's refusal to arbitrate just before it initiated its state suit, leaving Mercury with no reasonable chance to file first. The Court also raised concerns about the inadequacy of state court proceedings to safeguard Mercury's rights, noting that a stay alone would not compel the Hospital to arbitrate and could lead to delays in litigation or arbitration, imposing unnecessary burdens on Mercury. In dissent, Justice Rehnquist, joined by Chief Justice Burger and Justice O'Connor, contended that the district court's stay order was not a final judgment for appeal, arguing that unless one could reasonably predict a wrong resolution from the state court, the issue should not be treated as more critical than other interlocutory orders. The Fifth Circuit, in Nationstar Mortgage, LLC v. Knox, upheld the federal district court's decision to decline jurisdiction and deny a motion to compel arbitration due to an existing state-court proceeding, referencing principles of equity and federalism, while also evaluating the Colorado River abstention doctrine and concluding that concerns over piecemeal litigation favored allowing federal arbitration orders.

In LLC v. Knox, the Fifth Circuit assessed the factors influencing federal jurisdiction and abstention. It determined that while federal law, specifically the Federal Arbitration Act (FAA), governed the merits of the federal action, the state court's prior jurisdiction favored abstention. The court indicated that although the Knoxes' claims arose under state law, two factors favored abstention (the order of jurisdiction and the adequacy of state proceedings), while two others were neutral. The court concluded that abstention was justified, emphasizing the national policy favoring arbitration but recognizing that state courts could adequately resolve arbitrability issues.

In Garber v. Sir Speedy, Inc., the state court had stayed litigation in favor of arbitration per the franchise agreement. When plaintiffs refused to engage in arbitration, the defendant obtained a judgment for breach of contract and subsequently removed a related state suit to federal court, seeking to stay or dismiss it pending resolution of the original case. Judge Maloney evaluated the Colorado River abstention factors, finding that the first three factors did not support a stay due to lack of res, forum inconvenience, and minimal risk of piecemeal litigation. However, the lengthy pendency of the first lawsuit favored abstention, as the federal case was still in its early stages.

State law will govern the decision-making process, with the court indicating that the parties are adequately protected within the state judicial system. The Colorado River/Moses Cone factors favor exercising jurisdiction, although a nuanced analysis is warranted due to the case's unique circumstances. A stay is deemed necessary to uphold the Arbitration Act's objectives, particularly given the involvement of multiple courts without a resolution. The court aims to prevent forum shopping, as evidenced by the Garbers' attempt to bypass an adverse ruling from the Nacogdoches court by filing in Dallas County.

The court finds that diversity jurisdiction is established under 28 U.S.C. § 1332(a)(1), as the amount in controversy exceeds $75,000, and the parties are from different states—World Fuel from Texas and Florida, and Nambe from New Mexico. Complete diversity requires no plaintiff to share citizenship with any defendant. A party's citizenship is determined by domicile, defined as residing in a state with the intent to remain. Corporations are considered citizens of both their incorporation state and their principal place of business. The court concludes that World Fuel must exhaust available tribal remedies in the Nambe Pueblo Tribal Court and the Southwest InterTribal Court of Appeals before proceeding further, leading to a stay of proceedings against Nambe Corp. out of respect for tribal comity.

In Gadlin v. Sybron Int'l Corp., the court evaluates a corporation's principal place of business by considering the total activity and circumstances surrounding the corporation, including its character, purpose, business type, and operational location. The parties are completely diverse, with World Fuel organized in Texas and primarily based in Florida, while Nambe Corp., a federally chartered entity under 25 U.S.C. 477, operates out of New Mexico. The Supreme Court has determined that federally chartered corporations are not citizens of any state, as established in Bankers' Tr. Co. v. Texas. However, the Tenth Circuit has recognized that Tribal corporations under the Indian Reorganization Act may be considered citizens of the state where their principal place of business is located. Nambe Corp. is distinct from Nambe Pueblo, is wholly owned by the Tribe, and is recognized as a citizen of New Mexico for diversity purposes. The court confirms diversity jurisdiction based on the parties’ citizenship and the amount in controversy exceeding $75,000. Additionally, the court considers how to classify a motion addressing the failure to exhaust Tribal remedies, evaluating whether it should be treated as a motion to dismiss under Rule 12(b)(1), 12(b)(6), or neither.

A Rule 12(b)(1) motion seeks dismissal due to lack of subject matter jurisdiction and can be either a facial attack on the complaint's allegations or a challenge to the underlying jurisdictional facts. In a facial attack, the court accepts the complaint's allegations as true, while in a factual attack, the court does not presume truth and may review affidavits, documents, and conduct limited evidentiary hearings without converting the motion to summary judgment. Conversely, a Rule 12(b)(6) motion dismisses a complaint for failure to state a claim, where all allegations are taken as true, and documents central to the complaint may also be considered.

The Tribal exhaustion doctrine cannot be evaluated under Rule 12(b)(1) as it is inappropriate to frame such dismissals as lack of subject matter jurisdiction. Instead, the Supreme Court's decision in Iowa Mutual emphasizes that tribal courts should first be consulted as a matter of comity. The Tenth Circuit reinforces this by stating that exhaustion of tribal remedies is required even when federal jurisdiction exists, indicating that the dismissal should be based on comity rather than a lack of jurisdiction. Furthermore, the district court must first confirm its subject matter jurisdiction before addressing Tribal exhaustion, as it lacks the authority to abstain without jurisdiction. There is limited guidance in Tenth Circuit cases regarding whether motions for failure to exhaust can be treated as Rule 12(b)(6) motions; however, some precedent suggests they may be evaluated as such.

The court, presided over by Judge Browning, dismissed World Fuel's petition due to failure to exhaust Tribal remedies, as required by rule 12(b)(6). Although the court has subject matter jurisdiction, it cannot grant relief on World Fuel's claims because Tribal exhaustion is a non-waivable requirement. The dismissal motion is treated as a 12(b)(6) motion, focusing on the applicability of the Tribal exhaustion doctrine based on the Complaint's allegations. World Fuel, a non-Indian Plaintiff, made claims against Nambe Corp., an Indian Defendant, relating to a business arrangement at the Nambe Falls Travel Center. The court noted that the Agreement allows Nambe Corp. to use certain tribal lands, indicating that the dispute over alleged unpaid excise taxes involves activity on Nambe Pueblo lands, thus giving Tribal Courts a colorable claim of jurisdiction. The court determined that it would not consider certain affidavits or documents attached to the motion when evaluating Tribal jurisdiction, leading to the conclusion that a stay of the motion was warranted for comity reasons.

Regarding sovereign immunity, the court highlighted that when both sovereign immunity and Tribal exhaustion defenses are raised, appellate courts typically address sovereign immunity first. This is supported by multiple cases indicating that the two concepts are distinct, with sovereign immunity being jurisdictional and Tribal exhaustion relating to comity considerations.

Determining the applicability of the Tribal exhaustion doctrine requires an initial consideration of sovereign immunity. Various cases illustrate differing approaches: some courts prioritize sovereign immunity before addressing Tribal exhaustion, while others, such as Garcia v. Akwesasne Housing Authority, consider Tribal exhaustion first. U.S. courts recognize Tribal sovereign immunity, which protects tribes from lawsuits, as established in United States v. U.S. Fidelity & Guaranty Co. Tribes can waive this immunity through contracts or congressional action, but any waiver must be explicitly stated.

Tribal sovereign immunity is also recognized under tribal law, with tribes developing their own doctrines through codes and contracts. The Tenth Circuit asserts that this immunity may extend to tribal subdivisions engaged in economic activities, contingent upon a sufficiently close relationship with the tribe. Factors influencing this assessment include the creation method, purpose, structure, tribe's control, intent to share immunity, financial relationships, and overarching policies promoting tribal economic development. These policies safeguard tribal finances, preserve cultural autonomy, and foster commerce.

Nambe Corp.'s entitlement to Tribal sovereign immunity is analyzed through multiple factors. First, its method of creation is a significant point against immunity because it is incorporated under U.S. law and defined as a separate entity in its Federal Charter, distinguishing it from the corporate entity in *Breakthrough*. Specifically, the Charter states that Nambe Corp.'s activities and liabilities are not those of Nambe Pueblo, and it cannot waive the Tribe's sovereign immunity.

Second, while Nambe Corp. was created for the financial benefit of Nambe Pueblo, its operational restrictions complicate immunity considerations. Unlike the Tribe in *Breakthrough*, which authorized its entity to act on its behalf, Nambe Corp. requires prior written approval from the Nambe Pueblo Tribal Council for new business ventures.

Third, regarding structure, ownership, and management, the arrangement weighs both for and against immunity. In contrast to the entity in *Breakthrough*, Nambe Corp. has a board comprising seven members, with a limit on the number of Tribal Council members who can serve concurrently. Although the Tribal Council appoints the Board members, the two bodies are not identical.

The fourth, fifth, and sixth factors favor immunity. The clear intent of Nambe Pueblo to grant sovereign immunity to Nambe Corp. is noted, as it is a wholly owned entity of the Tribe. Nambe Corp. asserts it enjoys the same immunities as Nambe Pueblo under federal law. The waiver provision in a relevant agreement specifies that there is no waiver of sovereign immunity, except for limited purposes related to arbitration proceedings.

The fifth factor favors sovereign immunity for Nambe Corp. due to its status as a wholly owned subsidiary of Nambe Pueblo. The sixth factor also supports immunity, as Nambe Corp. contributes to the Tribe's self-determination and economic development. Nambe Corp. is closely linked to Nambe Pueblo, warranting shared sovereign immunity. However, World Fuel argues that Nambe Corp. waived its immunity through the Federal Charter, which includes a "sue and be sued" clause, allowing the corporation to be sued in U.S. courts, but not permitting levies or attachments on its property except as specified for corporate debts. The Eighth Circuit has recognized such clauses as express waivers of sovereign immunity, and similar rulings from the Tenth Circuit clarify that these waivers apply only to corporate activities, not to the Tribe's political functions. The Court concludes that while Nambe Corp. may waive its sovereign immunity, Nambe Pueblo cannot, and at this preliminary stage, it interprets the Agreement as valid, indicating that Nambe Corp. has waived its sovereign immunity.

Federal corporate charters for Tribal corporations typically contain a "sue and be sued" clause, allowing tribes to pursue commercial activities while maintaining their sovereign immunity. The court finds that the Tribal exhaustion doctrine is applicable without exceptions in this case, and World Fuel has not exhausted its Tribal remedies. Despite the court having subject-matter jurisdiction under 28 U.S.C. § 1332(a) and Nambe Corp. waiving sovereign immunity, Tribal exhaustion prevents the lawsuit from proceeding. The Supreme Court mandates that parties must exhaust Tribal Court remedies even when both federal and Tribal Courts have concurrent jurisdiction. The tribal exhaustion rule, based on comity, asserts that federal courts should refrain from exercising jurisdiction until Tribal remedies are exhausted, bolstered by Tenth Circuit precedent which views this requirement as a strict barrier to federal consideration of the case's merits.

Exceptions to the tribal exhaustion rule exist but are narrowly applied: (1) if tribal jurisdiction is pursued in bad faith; (2) if the Tribal Court’s actions violate express jurisdictional limits; (3) if exhaustion would be futile due to inadequate opportunities to challenge jurisdiction; (4) if there is no federal grant for tribal governance over nonmembers' conduct; or (5) if it is evident that the Tribal Court lacks jurisdiction, making exhaustion a mere delay tactic. Tribal jurisdiction must only be colorable to invoke the exhaustion rule. Generally, Tribal civil jurisdiction does not extend to nonmembers, except when such nonmembers engage in consensual relationships with the tribe or its members, as established in Montana v. United States.

A tribe may exercise civil authority over non-Indians if their conduct threatens the tribe's political integrity, economic security, or health and welfare, as established in Norton v. Ute Indian Tribe and Montana v. United States. Specifically, under the first Montana exception, a Tribal Court has jurisdiction over nonmembers engaging in consensual relationships with the tribe or its members, such as commercial dealings. The Nambe Pueblo Tribal Courts have a credible claim to jurisdiction in a case involving World Fuel, a non-Indian company, that entered a ten-year contract with the Indian entity Nambe Corp. for fuel supply at a gas station on tribal lands. 

World Fuel has not contested the Nambe Tribal Courts' jurisdiction and thus presents a colorable claim of tribal jurisdiction. The exceptions to the tribal exhaustion rule do not apply: there is no allegation of bad faith against the Tribal Court, nor is there evidence of an express jurisdictional prohibition that would invalidate the Tribal Court's authority. Additionally, World Fuel has not shown that pursuing remedies in Tribal Court would be futile; mere speculation is insufficient to bypass tribal jurisdiction. The Tenth Circuit requires parties to seek adjudication in Tribal Court instead of simply dismissing its jurisdiction. Lastly, the futility exception does not apply if a party voluntarily chooses not to pursue the case in Tribal Court.

World Fuel has the option to pursue its motion to compel arbitration in Tribal Court due to the jurisdiction being applicable on Nambe Pueblo lands. The fourth and fifth exceptions regarding Tribal Court jurisdiction do not apply, as there is a valid claim for such jurisdiction. World Fuel argues that the Federal Arbitration Act (FAA) indicates a preference for federal forums, which the Tribal exhaustion doctrine would undermine. They assert that the FAA supersedes the Tribal exhaustion doctrine, viewing it as a non-jurisdictional rule that promotes Tribal self-governance but should not apply when Congress favors federal access. Nambe Corp. counters that the FAA does not provide exclusive or concurrent jurisdiction to federal courts and leaves the determination of valid arbitration agreements to non-federal law. The El Paso case illustrates that while the FAA allows for federal preemption, it does not negate the ability of Tribal Courts to adjudicate federal law issues. The Supreme Court emphasized that in unique circumstances where legislative frameworks indicate a preference for federal forums, as seen in the Price-Anderson Act (PAA), the standard for Tribal exhaustion may differ. The PAA facilitates expedited case management for nuclear incidents, reflecting legislative intent for efficiency in resolving claims.

The excerpt addresses the consolidation of claims in the context of the Federal Arbitration Act (FAA) and the implications of tribal exhaustion doctrines. It notes that the FAA lacks provisions for case consolidation or removal from state to federal courts, emphasizing that its primary purpose is to enforce private agreements, even if it leads to piecemeal litigation. The Supreme Court has highlighted Congress's main concern in enacting the FAA as the enforcement of these private agreements, as seen in Dean Witter Reynolds, Inc. v. Byrd. Section 4 of Title 9 allows an aggrieved party to petition a federal court to compel arbitration according to their agreement. The text indicates that some courts have found the tribal exhaustion doctrine applicable to FAA claims, unless a National Farmers exception applies. Specific cases, such as Basil Cook Enterprises, Inc. v. St. Regis Mohawk Tribe, illustrate this application, where a request to compel arbitration was denied pending the exhaustion of tribal remedies. In Bank One, N.A. v. Lewis, the court determined that even when seeking to compel arbitration under the FAA, the request could undermine tribal jurisdiction, affirming the relevance of tribal sovereignty in such disputes.

Bank One seeks an order to compel arbitration, which also aims to prevent the Tribal Court from considering the defendant's claims. This situation presents a challenge to the Tribal Court's jurisdiction, raising issues of tribal exhaustion. The Fifth Circuit upheld Judge Lee's view that tribal exhaustion is relevant in arbitration cases under the Federal Arbitration Act (FAA). The court concurs with the previous rulings, stating that enforcing arbitration would obstruct the Nambe Pueblo Tribal Court's jurisdiction and violate the principles of comity inherent in the tribal exhaustion doctrine.

World Fuel argues that Nambe Corp. is misapplying tribal exhaustion, contrary to Congressional intent, by prolonging litigation across multiple Tribal Courts before seeking enforcement in federal court. They assert that only federal courts are authorized to handle FAA petitions and that the arbitration clause in their contract suggests disputes should be resolved outside Tribal forums. World Fuel maintains that the tribal exhaustion doctrine should not apply in the absence of active Tribal Court proceedings. Meanwhile, Nambe Corp. contends that the duty to exhaust tribal remedies remains necessary, regardless of whether there are parallel proceedings. They argue that failing to enforce this duty could lead to conflicts between Tribal and federal court cases, undermining the purpose of the exhaustion doctrine. The court questioned whether past cases cited involved active Tribal Court proceedings.

Nambe Corp. argued that existing parallel Tribal Court proceedings are not necessary to trigger the Tribal exhaustion duty, as established by the Tenth Circuit in United States v. Tsosie. Current Tenth Circuit law supports that no prior Tribal Court proceeding is required. The Tribal exhaustion rule, per National Farmers, serves three primary interests: 1) promoting tribal self-governance, 2) facilitating orderly justice through a complete record in Tribal Court, and 3) leveraging tribal expertise for potential further reviews. 

The Tenth Circuit emphasizes that disputes originating from reservation activities typically necessitate exhausting Tribal remedies before approaching federal courts. Conversely, when disputes involve non-Indian activities outside reservations, federal district courts are tasked with evaluating whether comity warrants exhaustion based on National Farmers factors. In the case at hand, the dispute involves Nambe Corp.'s alleged unpaid excise taxes to World Fuel, linked to a contract for motor fuel sales at the Nambe Travel Center, located on tribal lands. The Agreement allows Nambe Corp. to operate at this facility, indicating that the dispute is rooted in tribal land activity.

As such, comity concerns dictate the requirement for exhausting Tribal remedies. Even if the dispute did not originate on the reservation, strong Tribal interests remain, particularly regarding the Tribe's sovereignty and welfare, especially since the Tribe authorized Nambe Corp. to enter contracts with non-members. Additionally, current legal standards favor Tribal exhaustion for orderly justice, as Tribal courts are better positioned to make initial jurisdictional determinations, avoiding procedural complications.

Under current law, allowing the Nambe Tribal Court to develop a complete record before addressing the merits or relief questions promotes orderly justice. The Nambe Tribal Court has its own procedural rules and issues written opinions, borrowing from state law only when tribal law is inapplicable. The court may possess expertise in interpreting tribal law on sovereign immunity waivers, which has been challenging for the parties involved. The case involves transactions on a reservation, necessitating exhaustion of tribal remedies for comity, while disputes occurring elsewhere may still warrant abstention or dismissal without prejudice. The Tenth Circuit emphasizes the importance of respecting tribal court jurisdiction before federal involvement, aligning with congressional intent to foster tribal court development. The court will stay the suit pending the exhaustion of tribal remedies, as the Supreme Court suggests that such decisions should initially be made by the District Court. District courts' choices to stay or dismiss based on abstention are reviewed for abuse of discretion, and erroneous dismissals can permanently bar claims due to statutes of limitations. The district court should have opted to stay the federal action rather than dismiss it, ensuring the benefits of a complete factual record and tribal court expertise are utilized.

In the case Norton v. Ute Indian Tribe of the Uintah and Ouray Reservation, the Nambe Pueblo Tribal Court's jurisdiction is pivotal in determining the validity of an Agreement and the enforceability of its arbitration clause. Federal courts may review Tribal court factual findings for clear error only after parties exhaust their Tribal court remedies. If the Tribal courts lack jurisdiction, parties can return to federal court, which may then adjudicate the merits of claims. The court has partly granted and partly denied the Defendant Nambe Pueblo Development Corporation's Motion to Dismiss, directing Plaintiff World Fuel Services, Inc. to exhaust Tribal Court remedies and staying federal proceedings during this process. The court clarifies that "Nambe" refers to the corporation and "Nambe Pueblo" to the sovereign entity, emphasizing the distinction due to implications of sovereign immunity. Carlos Vigil is identified as the Board President of Nambe Corp. The analysis section of the ruling treats the Motion as a Rule 12(b)(6) motion, noting that while unpublished Tenth Circuit opinions are not binding, they may be cited for their persuasive value in relevant cases.

Carter v. Daniels and several other cases from the 10th Circuit are noted for their persuasive value regarding a material issue, aiding the Court's preparation of a Memorandum Opinion and Order. Nambe Corp. asserts that the Federal Charter approved by the Secretary of the Interior and ratified by the Nambe Pueblo Tribal Council is the 1994 version, while the currently effective 2007 charter is included in an affidavit linked to the Motion. The Court clarifies that it cannot rely on the affidavit for a motion under rule 12(b)(6) and will only consider allegations in the Complaint. The authenticity of the Federal Charter attached to the Complaint is not contested by either party. Although the 2007 charter may be more current, it is inconsistently paginated, leading the Court to disregard it. The Court accepts the version of the Federal Charter in the Complaint, which authorizes Nambe Corp. to use specific tribal lands for marketing fuels at the Nambe Falls Travel Center. The Court is confident in its impartiality despite knowing Judge Black and has not considered factual allegations in the R. Vigil Aff. that differ from those in the Complaint and related documents. R. Vigil affirms that Nambe Corp.'s headquarters is on Nambe Pueblo grant lands and references a historical land exchange between Nambe Pueblo and Pojoaque Pueblo, resulting in the transfer of lands known as the Cuyamungue Grant to Nambe Pueblo. R. Vigil also states that the Nambe Travel Center is located on Nambe Indian reservation lands adjacent to the headquarters.

R. Vigil's reference to Nambe Indian reservation lands encompasses all land owned by the Nambe Indians, as established by the Pueblo of Nambe Law and Order Code and the Federal Register, which includes lands acquired through a grant from Pojoaque Pueblo. R. Vigil claims these lands were placed in trust for the Pueblo in 1997 and recognized as Nambe Indian reservation lands in 1999. The Federal Charter outlines the powers of Nambe Corp., including the ability to enter into contracts and manage corporate debts without the Secretary of the Interior's approval, except for trust property. Specifically, Section 3.01(e) grants the authority to incur liabilities and issue obligations, while Section 7.01 vests management power in the governing Board. R. Vigil also asserts that the dispute leading to World Fuel's arbitration is related to fuel sales at the Nambe Travel Center on reservation lands. The Court will not consider differing factual allegations from the Memo in relation to other documents when deciding the Motion. Nambe Corp. operates as a federally chartered corporation under the Indian Reorganization Act of 1934. Additionally, on January 7, 2019, the U.S. Supreme Court denied certiorari regarding Case No. 17-1301. The Court referenced inconsistencies in the pagination of the hearing's transcript and the Amended Federal Corporate Charter.

The Court clarifies that it does not rely on the R. Vigil Affidavit or its attachments for the Motion's decision. It emphasizes that both the Federal Charter and the Amended Charter have consistent pagination and identical language in relevant provisions, aside from one key difference: the Amended Charter allows up to three members of the Nambe Tribal Council to serve on the Board concurrently, whereas the Federal Charter permits only two.

In addressing the Erie doctrine, the Court explains that federal courts may predict state supreme court rulings based on various factors, including the age of the prior state decision, the reliance placed on it by state courts, shifts in legal doctrine, changes in the court's composition, and the decision's relevance to contemporary issues. A federal court should be cautious when making predictions that conflict with established state court precedent, as such discrepancies can lead to inconsistent outcomes between state and federal court cases. 

Furthermore, the Court notes that in the absence of a decision from the highest state court, federal courts must ascertain and apply state law based on the interpretations of intermediate state courts. The principle underscores that these intermediate rulings should be followed unless compelling evidence suggests otherwise, as established in the case West v. American Telephone and Telegraph Co.

The excerpt addresses the principle that federal courts should follow state court interpretations of state law, particularly when the state's highest court has not provided a ruling. It emphasizes the importance of maintaining uniformity in legal standards between state and federal courts to avoid discrepancies due to diversity jurisdiction. The decisions of New Jersey's Court of Chancery, similar to those of the state's highest court, are to be respected as authoritative in state law matters.

The excerpt notes that while federal courts are no longer strictly bound by state trial or intermediate court opinions, these opinions should still be given weight when the highest state court has not ruled on an issue. The balance between adhering to Tenth Circuit precedent and considering recent state court decisions is crucial, as inconsistency could undermine the principles established in Erie, which mandates federal courts to apply state law interpretations to ensure consistent outcomes regardless of the forum.

The document highlights the tension between achieving uniformity among federal judges and the necessity of aligning with state law interpretations. It concludes that while consistency among federal judges is essential, greater priority should be given to harmonizing federal and state court interpretations to prevent systemic inconsistencies in the legal framework.

Litigants cannot easily exploit inconsistencies in forum selection due to random case assignment to district judges and the unpredictability of individual judges' interpretations of state law. All federal judges will consider the entirety of a state's common law, similar to state judges. However, inconsistencies between federal and state courts can be manipulated, particularly when the Tenth Circuit's interpretation of state law diverges from state court rulings, potentially providing a strategic advantage to litigants depending on their chosen forum. The Court notes that district courts may be more responsive to shifts in state law compared to the Tenth Circuit, which issues opinions less frequently and may lag in reflecting recent developments. Furthermore, most states in the Tenth Circuit have only one federal judicial district, making it more practical for district courts to track state law changes than for the Tenth Circuit to monitor multiple states. Consequently, while Tenth Circuit decisions are binding regarding their specific holdings at the time of publication, they do not carry the same precedential weight as decisions on federal law. District courts are not permitted to contradict Tenth Circuit rulings based solely on prior state court cases but may do so if intervening state court decisions arise. Ultimately, the Tenth Circuit does not establish a lasting legal standard for state law; rather, it interprets the law as it existed at the time of its ruling.

Holdings of federal appellate courts are characterized as descriptive and interpretive rather than prescriptive and normative. Federal judicial opinions do not exert independent substantive influence on state law but do so on federal law. The federal appellate courts, in interpreting federal law, assess the existing legal framework and issue rulings that both reflect and shape that body of law, which then becomes part of it. Conversely, in interpreting state law, they issue rulings that only reflect the existing law without altering it. Federal district courts are required to accept the Tenth Circuit's portrayal of the existing state law as accurate, raising the question of whether they should rely on this interpretation or thoroughly evaluate the entire body of state law when diversity litigants present issues in court. This reliance may conflict with the Erie doctrine, which aims to ensure that the same substantive law applies in both federal and state courts, regardless of the forum. The prevailing judicial approach is to predict how a state's highest court would rule on issues, utilizing intermediate state court decisions as indicators of state law unless compelling evidence suggests otherwise. However, this method may not guarantee identical outcomes in state and federal courts, as demonstrated by Judge Milton I. Shadur's reliance on state procedural rules to determine applicable circuit interpretations. Ultimately, federal courts maintain the responsibility to consider all relevant state appellate and trial court decisions in determining state law.

Non-judicial writings by notable authors, statements from state supreme court justices, and the narrow margins in prior case votes can influence federal district courts’ interpretations of state law, despite not typically informing federal courts regarding federal law. The Erie doctrine leads to a gradual decline in the relevance of federal cases interpreting state law, unlike the increasing authority of federal law cases. New state court rulings, even when not directly opposing federal interpretations, can reshape the common law through their implications and tone, while the Supreme Court rarely addresses state law issues due to its selective case acceptance.

In Wankier v. Crown Equipment Corp., the Tenth Circuit established that federal courts must predict the actions of a state's highest court when no controlling state decision exists. Federal courts are bound by the principle of stare decisis, meaning that interpretations of state law by a Tenth Circuit panel are binding on district courts and subsequent panels unless the state’s highest court has intervened. The Tenth Circuit allows deviation from its interpretations of state law only if a subsequent ruling from the highest state court directly addresses the issue. The passage implies that for a case to be considered "intervening," it must definitively contradict the Tenth Circuit's interpretation. There is ambiguity regarding whether this limitation to the highest state court was intentional or an oversight, as previous Tenth Circuit rulings have defined "intervening decisions" more broadly to include all state court decisions, including those from trial and intermediate appellate courts.

Wankier v. Crown Equipment Corp. establishes that, unless there is intervening Utah authority indicating otherwise, plaintiffs must prove a safer, feasible alternative design, following the precedent set by Allen v. Minnstar, Inc. The Tenth Circuit adheres to the principle of stare decisis, obligating one panel to follow another's interpretation of state law unless contradicted by the state's highest court or significant changes in state law. In Kokins v. Teleflex, Inc., the Tenth Circuit declined to consider a Colorado Court of Appeals opinion that contradicted its interpretation of Colorado law, reinforcing its restrictive stance on district courts' application of the Erie doctrine. Notably, the Tenth Circuit's approach may conflict with both Supreme Court precedent and its own previous rulings, with historical references indicating it once recognized prior federal appellate decisions interpreting state law as persuasive. The development of the Erie doctrine is traced through significant Supreme Court cases. Additionally, two exceptions to the general rule that federally chartered corporations are not eligible for diversity jurisdiction are noted: Congress may designate a federally chartered corporation's citizenship to a particular state, or a corporation may qualify for diversity jurisdiction if its activities are sufficiently localized to be treated as a citizen of one state.

World Fuel acknowledged the Court's diversity jurisdiction during a hearing, while Nambe Corp. proposed that Tribal exhaustion resembles an abstention doctrine. The Court examined abstention laws to assess their relevance to Tribal exhaustion motions. Kirsten M. Carlson's analysis likens Tribal exhaustion to abstention doctrines, asserting that state court issues must be resolved before pursuing cases in federal court. Tribal exhaustion similarly delays federal jurisdiction until tribal courts address the case's merits. Abstention doctrines limit federal court authority despite meeting jurisdictional requirements. The Supreme Court's decision in Iowa Mutual emphasized that exhaustion is a matter of comity, not a jurisdictional prerequisite, and can lead federal courts to defer to state proceedings in certain scenarios. While both Tribal exhaustion and abstention are not jurisdictional, they differ significantly; the Supreme Court has not classified Tribal exhaustion as an abstention doctrine nor employed an abstention-style balancing test for its application. The Fifth Circuit in Bank One highlighted that the tribal exhaustion doctrine prioritizes tribal self-governance over federal jurisdiction, contrasting it with the Colorado River abstention, which is an exception to the rule of federal jurisdiction. The Supreme Court has not integrated the Colorado River factors into the Tribal exhaustion framework.

Courts are divided on whether abstention motions should be classified under Federal Rule of Civil Procedure 12(b)(1), 12(b)(6), or treated as non-12(b) motions, even within the same circuit. Notable cases include Porter v. Jones, which applies 12(b)(6), and Potrero Hills Landfill, Inc. v. Cty. of Solano, which does not align with either 12(b)(1) or 12(b)(6). Additionally, the Ninth Circuit has acknowledged this ambiguity in Courthouse News Serv. v. Planet. In contrast, exhaustion doctrines in other legal contexts, such as the Prison Litigation Reform Act (PLRA), are not analogous; under the PLRA, failure to exhaust administrative remedies is an affirmative defense that defendants must prove. Unlike PLRA exhaustion, where the defense is waivable, Tribal exhaustion is non-waivable and can be raised by the court sua sponte. The Tenth Circuit has established that Tribal exhaustion is not an affirmative defense, as seen in Ute Indian Tribe v. Lawrence. Various cases, including Becker v. Ute Indian Tribe and Norton v. Ute Indian Tribe, illustrate different contexts where Tribal exhaustion was addressed, often in relation to motions for injunctions and dismissals for lack of subject matter jurisdiction. The Tenth Circuit also emphasizes that federal review of Tribal jurisdiction depends on the factual record from Tribal courts, applying the 12(b)(6) standard from Ashcroft v. Iqbal. However, there is no consensus on the specific 12(b) rule subsection to apply when raising Tribal exhaustion in dismissal motions, as noted in cases like Hartman v. Kickapoo Gaming Comm'n and Crowe v. Dunlevy, P.C.

A district court's dismissal for failure to exhaust Tribal remedies was reversed under an abuse of discretion standard due to inadequate review of tribal court findings. The district court neglected to assess the tribal court's factual findings for clear error and did not apply de novo review, despite the tribal court having issued its own findings. Several cases were referenced, illustrating various judicial interpretations of the Tribal exhaustion doctrine, including mischaracterizations of exhaustion arguments and the proper grounds for dismissal. The Tenth Circuit has affirmed that subject matter jurisdiction issues can lead to dismissal without addressing Tribal exhaustion, and some rulings indicated that Rule 12(b)(6) may not be suitable for addressing Tribal exhaustion, given its implications for prejudice in dismissals. Judge Babcock contended that Rule 12(b)(6) dismissals are always with prejudice, a view contested by other authorities indicating such dismissals can be without prejudice under certain conditions. The excerpt concluded with a note that some courts view Tribal exhaustion as an affirmative defense.

The Tenth Circuit emphasizes that the requirement for exhausting tribal remedies is a fundamental principle that cannot be waived by the parties involved; it can be raised by the court sua sponte. This doctrine differs from typical affirmative defenses, which are waivable. While there is conflicting language within the Tenth Circuit regarding the waivability of the Tribal exhaustion doctrine, some cases, like Becker v. Ute Indian Tribe, suggest that a Tribe may waive the requirement. The Seventh Circuit's decision in Altheimer v. Gray illustrates this point, where it was determined that the Tribe waived the exhaustion requirement by including a forum selection clause in a contract. The rationale for the Tribal exhaustion doctrine is tied to the policies of tribal self-governance and the concern that unrestricted access to federal courts could undermine tribal authority. In this context, Sioux Manufacturing Corporation (SMC), established by the Tribe to promote economic growth, sought to avoid being classified under tribal jurisdiction by opting for federal court, underscoring the importance of contractual validity for the Tribe's self-determination and economic development.

In the context of Tribal exhaustion, the First Circuit emphasizes that explicit waivers are necessary for courts to relieve parties from the duty of exhausting tribal remedies before seeking federal intervention. Implied waivers are generally disfavored, and the absence of an explicit waiver means courts lack discretion in these matters. A footnote highlights the scarcity of case law regarding the effectiveness of express disclaimers of tribal court remedies, leaving questions about whether a waiver of sovereign immunity also constitutes a waiver of Tribal exhaustion unresolved. The First Circuit did not explore the potential impact of a Tribe's express disclaimer on the exhaustion requirement in the Ninigret case, as no explicit waiver was identified.

In contrast, both the Supreme Court and the Tenth Circuit consistently regard Tribal exhaustion as an inflexible barrier to federal court consideration of a case's merits, as illustrated in cases such as Granberry v. Greer. The Supreme Court indicated that a State's failure to raise nonexhaustion could be treated as a waiver, but also acknowledged the possibility of treating exhaustion as an inflexible bar, necessitating dismissal for failure to exhaust. Similarly, the Tenth Circuit reiterated this perspective in Texaco, Inc. v. Zah, emphasizing that when disputes involve reservations, there is no discretion to overlook exhaustion requirements. In Hardiman v. Reynolds, the Tenth Circuit recognized that procedural bar rules based on comity affect broader interests beyond the parties involved, implying that such defenses cannot be solely at the parties' discretion. The court maintained that it would not conclude the Tenth Circuit overruled its stance in Smith v. Moffett regarding exhaustion requirements, as demonstrated in Becker v. Ute Indian Tribe of the Uintah and Ouray Reservation, where the Tenth Circuit confirmed that the Tribe had not waived the exhaustion requirement.

A Tribe may waive the Tribal exhaustion doctrine, but in this case, the validity of the agreement containing the arbitration clause is contested by Nambe Corp., thus raising questions about whether the Tribe has effectively waived this doctrine. World Fuel argues that the arbitration clause constitutes a waiver, but Nambe Corp. challenges the agreement's validity, which requires examination by Nambe Courts. The Tenth Circuit's decision in Becker v. Ute Indian Tribe emphasizes that if a contract is deemed void, any waiver is ineffective, necessitating adherence to the Tribal exhaustion doctrine. The Court, drawing on this guidance, concludes that the Tribal exhaustion doctrine applies here since Nambe Corp. disputes the agreement's validity. The Tribal exhaustion doctrine is likened to state abstention doctrines, which delay federal court jurisdiction until state or tribal matters are resolved. The Court expresses concerns regarding the Tribal exhaustion doctrine's judicial origins, suggesting it creates exceptions to congressional statutes, particularly those concerning arbitration agreements and federal jurisdiction, which Congress intended to protect against state hostility.

The Tribal exhaustion doctrine is criticized for superseding Congressional intent, which established federal court jurisdiction over arbitration agreements. The assertion is made that federal courts should fulfill the roles designated by Congress, as there is no evidence that limiting federal court authority benefits Tribal court systems. The Federal Arbitration Act (FAA) has not undermined state courts, suggesting that creating exceptions for Tribal courts would jeopardize the FAA and other federal statutes. The doctrine is viewed as paternalistic, implying that Tribal nations lack the capability to manage their own court systems effectively. There is a call for the Supreme Court to assess whether Tribal courts have improved since 1959; if they have, the doctrine may no longer be necessary. The argument also posits that if the doctrine cannot be waived, it may not serve the interests of the Tribes, who are better positioned to determine their legal strategies. Ultimately, if the Court were not bound by precedent, it would reject the Tribal exhaustion doctrine and deny the motion, although it acknowledges the need to adhere to existing Supreme Court and Tenth Circuit law.