AT T Technologies, Inc. v. Communications Workers of Am., 475 U.S. 643, 648, 106 S.Ct. 1415, 1418, 89 L.Ed.2d 648 (1986), quoting Steelworkers v. Warrior Gulf Nav. Co., 363 U.S. 574, 582, 80 S.Ct. 1347, 1352-53, 4 L.Ed.2d 1409 (1960). See also Oil, Chem. Atomic Workers Int'l Union, Local 2-124 v. American Oil Co., 528 F.2d 252, 254 (10th Cir. 1976) ("The issue of arbitrability is for judicial determination because no party has to arbitrate a dispute unless it has consented thereto."). The district court's arbitrability determination includes ascertaining whether a duty to arbitrate exists upon a finding of alter ego.

Therefore, if there is uncertainty as to whether a claim is arbitrable, "[a]ll 'doubts are to be resolved in favor of arbitrability.'" Id. (quoting Oil, Chem., & Atomic Workers Int'l Union, Local 2-124 v. American Oil Co., 528 F.2d 252, 254 (10th Cir. 1976)). The question of who should decide arbitrability is a threshold issue.

Although our conclusion that the parties did not structure a process sufficiently resembling classic arbitration resolves the question before us, we also note that the parties did not intend to submit their dispute to arbitration. See, e.g., Oil, Chemical Atomic Workers Int'l Union v. American Oil Co., 528 F.2d 252, 254 (10th Cir. 1976) ("The issue of arbitrability is for judicial determination because no party has to arbitrate a dispute unless it has consented thereto."). Because we are reviewing the district court's dismissal of SLTPC's complaint pursuant to Rule 12(b)(6), we must accept the well-pleaded allegations in the complaint as true and view them in the light most favorable to SLTPC.

All "doubts are to be resolved in favor of arbitrarily." Oil, Chem., Atomic Workers Int'l Union, Local 2-124 v. American Oil Co., 528 F.2d 252, 254 (10th Cir. 1976). In addition to the general policy favoring arbitration, Molson argues that Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 105 S.Ct. 3346, 87 L.Ed.2d 444 (1985), stands for the proposition that antitrust claims within the scope of a contract can be subject to arbitration, even if the arbitration clause does not specifically mention antitrust disputes.

Doubts are to be resolved in favor of arbitrability. Oil, Chemical Atomic Workers v. American Oil Company, 528 F.2d 252 (10th Cir. 1976). Once an arbitration award is entered, the finality of arbitration weighs heavily in its favor and cannot be upset except under exceptional circumstances.

We have repeatedly held that parties to a collective bargaining agreement that provides for arbitration must resort to that mechanism to resolve their contract disputes prior to bringing a direct action in federal court to enforce their contract. See Oil, Chem. Atomic Wkrs, Intern. U. v. Am. Oil Co., 528 F.2d 252 (10th Cir. 1976); Carpenters Dist. Coun. of Denver and Vic. v. Brady Corp., 513 F.2d 1 (10th Cir. 1975); Johnson Builders, Inc. v. United Bro. of C. J., Loc. U: No. 1095, 422 F.2d 137 (10th Cir. 1970); Brotherhood of L. F. E. v. Kennecott Copper Corp. (Utah C. Div.), 338 F.2d 224 (10th Cir. 1964). Where, however, the jurisdiction of the Board is invoked to adjudicate unfair labor practice allegations that purportedly stem from violations of the collective bargaining agreement, the Board's jurisdiction to proceed is unaffected by the existence of an arbitration clause in the parties' contract.

Any doubts concerning the scope of arbitration issues should be resolved in favor of arbitration. Oil, Chem., & Atomic Workers Int'l Union, Local 2124 v. American Oil Co., 528 F.2d 252, 254 (10th Cir. 1976); see also Moses H. Cone Mem'l Hosp. v. Mercury Const. Corp., 460 U.S. 1, 24-25 (1983).

If there is uncertainty as to whether a claim is arbitrable, “[a]ll ‘doubts are to be resolved in favor of arbitrability.'” Id. (quoting Oil, Chem., & Atomic Workers Int'l Union, Local 2-124 v. Am. Oil Co., 528 F.2d 252, 254 (10th Cir. 1976)).

If there is uncertainty as to whether a claim is arbitrable, “[a]ll ‘doubts are to be resolved in favor of arbitrability.'” Id. (quoting Oil, Chem., & Atomic Workers Int'l Union, Local 2-124 v. Am. Oil Co., 528 F.2d 252, 254 (10th Cir. 1976)). “The presumption in favor of arbitration is properly applied in interpreting the scope of an arbitration agreement; however, this presumption disappears when the parties dispute the existence of a valid arbitration agreement.”

When analyzing whether the parties agreed to submit a specific dispute to arbitration, "[a]ll ‘doubts are to be resolved in favor of arbitrability.’ " Coors Brewing Co. v. Molson Breweries , 51 F.3d 1511, 1514 (10th Cir. 1995) (quoting Oil, Chem., & Atomic Workers Int'l Union, Local 2-124 v. Am. Oil Co. , 528 F.2d 252, 254 (10th Cir. 1976) ). Stays are generally disfavored in this District.