TM Delmarva Power, L.L.C. v. NCP of Virginia, L.L.C.

Summary

In an interlocutory appeal under Code § 8.01-581.016(1), the Supreme Court of Virginia held that the operating agreement's arbitration clause — 'either Party may commence arbitration' — provides for mandatory arbitration once either party requests it, and it reversed the trial court's denial of TMDP's motion to compel arbitration. Reviewing contract construction de novo, the court read Section 11.12 as an if-then mechanism in which 'may' gives each party discretion to invoke conciliation or arbitration, binding the other party once invoked; a contrary reading would add words absent from the contract, render the clause meaningless, and conflict with Virginia's public policy favoring arbitration. Justice Lacy, joined by Justices Hassell and Koontz, dissented, contending that no clear agreement to arbitrate appeared from the contract, that the majority's out-of-state authorities were distinguishable, and that she would have affirmed the denial of the motion to compel.