HENRY, Circuit Judge.
Defendant Molson appeals the decision of the district court denying its motion to stay plaintiff Coors's antitrust suit pending contract arbitration. We have jurisdiction pursuant to 9 U.S.C. § 16. We affirm the decision of the district court in part, and reverse in part.
Coors Brewing Company (Coors)
In 1993, Miller Brewing Company (Miller), a Wisconsin corporation also in the business of brewing and marketing beer, entered into a partnership with Molson.
Coors filed a Notice of Arbitration with Molson, alleging that Molson breached its contract with Coors, and seeking injunctive relief, damages, and termination of the licensing agreement. Coors also filed the instant complaint in United States District Court against Molson and Miller alleging antitrust violations of the Clayton and Sherman Acts. In its exhaustive complaint, Coors makes allegations that we divide into three general categories. First, Coors alleges that the Miller-Molson alliance is a combination in restraint of trade, lessening competition in the United States and North American beer markets.
A. Coors v. Miller
Molson argues that the district court erred when it denied Molson's motion to stay Coors's antitrust action against Molson. In short, Molson argues that Coors has dressed up its contract claims in antitrust clothes to avoid its own agreement to arbitrate. Specifically, Molson argues that a valid arbitration agreement exists between Coors and Molson, that arbitration will settle factual issues important to the antitrust claims, and that a stay is appropriate even if the factual grounds for the contract arbitration and antitrust suit are different.
Coors, on the other hand, argues that the contract and antitrust claims are separate. It claims two distinct interests: protecting its contractual rights, which it concedes are subject to arbitration, and protecting its interest in competition in the United States and North American beer markets, which it argues is not subject to arbitration. In short, Coors argues that it should be able to pursue an antitrust suit unrelated to the contract just as any other beer manufacturer or consumer could. This court reviews the underlying arbitrability of a contract de novo. O'Connor v. R.F. Lafferty & Co., 965 F.2d 893, 901 (10th Cir.1992).
In Mitsubishi, Puerto Rican car dealership Soler Chrysler-Plymouth Corporation contracted with Mitsubishi to distribute cars in Puerto Rico. During the 1981 recession, Soler could not sell its allotment of cars. In a strategy designed to avoid breaching its contract, Soler asked Mitsubishi to sell Soler certain automobile parts such as defoggers and heaters so that it could export the cars Mitsubishi manufactured for Puerto Rico's relatively gentle climate to North, Central, and South America. Citing concerns that Soler would hurt Mitsubishi's reputation because Soler could not produce factory-quality cars, had no experience in the transshipment of cars, and could not provide maintenance in other markets, Mitsubishi refused to sell Soler the parts or allow it to transship the cars. When Soler refused to accept shipment of the cars it had contracted to sell, Mitsubishi brought an action against Soler in United States District Court under the FAA.
The First Circuit Court of Appeals affirmed the district court's determination that Soler's claims were within the scope of the contract and thus the arbitration agreement. Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 723 F.2d 155, 159-61 (1st Cir.1983), aff'd in part and rev'd in part, 473 U.S. 614, 105 S.Ct. 3346, 87 L.Ed.2d 444 (1985), but held that the agreement to arbitrate antitrust claims was void as against public policy, id. at 164-68.
The United States Supreme Court adopted the First Circuit's determination that the antitrust claims were within the scope of both the contract and the arbitration clause. However, the Supreme Court reversed the Court of Appeals on whether a clause providing for the arbitration of antitrust disputes was void as against public policy. Mitsubishi, 473 U.S. at 629, 105 S.Ct. at 3355. The Supreme Court emphasized the importance of keeping one's word and reasoned that a "`representative of the American business community'" must honor its agreement to arbitrate contractual disputes. Id. at 640, 105 S.Ct. at 3361 (quoting Alberto-Culver Co.
Coors argues that the FAA and Mitsubishi do not control this dispute for two reasons: First, Coors argues that the arbitration clause in the Coors-Molson license agreement is a narrow arbitration clause and that it does not include antitrust disputes. Second, Coors argues that even if the arbitration clause includes antitrust disputes, its antitrust claims are outside the scope of the contract and thus not subject to the contractual arbitration clause.
1. Arbitration Clause
Coors first seeks to distinguish Mitsubishi by arguing that the Coors-Molson arbitration clause is more narrow than the Mitsubishi arbitration clause and does not cover the arbitration of antitrust disputes. Coors points to cases discussing the differences between general and narrow contractual arbitration clauses. See, e.g., McDonnell Douglas Fin. Corp. v. Pennsylvania Power & Light Co., 858 F.2d 825, 832 (2d Cir.1988). Coors argues that while the arbitration clause in Mitsubishi is a general arbitration clause which covers "all disputes" arising out of the contract, the Coors-Molson arbitration clause is a narrow arbitration clause covering only "any dispute" arising from the "implementation, interpretation, and enforcement" of the agreement.
However, Coors does not cite any authority holding that the arbitration clause at issue is a narrow arbitration Clause or that this antitrust dispute does not arise from the "implementation, interpretation, and enforcement" of the agreement; it merely asserts that the instant clause is a narrow one. In addition, Coors does not make an interpretive argument or suggest any intuitive reason why the Coors-Molson arbitration clause does not cover antitrust disputes. Without a persuasive argument explaining why the parties meant this apparently broad language to exclude antitrust disputes, the comprehensive nature of the terms "implementation" and "enforcement" in the arbitration clause, the agreement to arbitrate all matters involving the "interpretation" of the agreement, and the public policy in favor of arbitration compel us to read the arbitration clause to include antitrust disputes. We therefore conclude that the language "any dispute arising in connection with the implementation, interpretation or enforcement" in the Coors-Molson arbitration clause covers antitrust disputes in this case, provided that those disputes are within the scope of the agreement.
2. Scope of Contract
Having concluded that the Coors-Molson arbitration clause encompasses antitrust disputes, we turn to Coors's second argument and determine whether Coors's claims are within the scope of the contract. Coors argues that its claims are unrelated to the contract and that the antitrust dispute is therefore not subject to the contractual arbitration agreement. We hold that some of Coors's antitrust causes of action are within the scope of the Coors-Molson licensing agreement and that some of Coors's claims are outside the scope of that contract.
Although the Supreme Court in Mitsubishi reversed the First Circuit's holding that public policy prohibited the involuntary arbitration of antitrust claims, it adopted and affirmed the First Circuit's determination that the antitrust claims were within the scope of that contract. See Mitsubishi, 473 U.S. at 618 n. 1, 622 n. 9, 628, 105 S.Ct. at 3349 n. 1, 3351 n. 9, 3354-55.
Explicitly basing its opinion on this connection between the contract and the antitrust claims, the First Circuit concluded that the antitrust claims were within the scope of the contract. An arbitration clause "does not extend to all disputes of any sort ... but only to disputes touching specified provisions of the agreement." Id. at 159. The First Circuit's basis for holding the antitrust claims to be within the scope of the contract thus logically limits the Supreme Court's holding in Mitsubishi to antitrust claims that have a reasonable factual connection to the contract. In this case, Mitsubishi provides no support for categorically concluding that Coors must take all of its antitrust claims to arbitration. We therefore hold that Coors's antitrust claims that do not implicate the contract are litigable.
In addition to basing our opinion limiting contractual arbitration of antitrust suits to those antitrust claims related with a contract upon Mitsubishi, there are practical reasons to read Mitsubishi in a more limited way than Molson suggests. As Molson's counsel acknowledged at oral argument, its interpretation of Mitsubishi is that every brewer in America except Coors may bring an antitrust action against Molson. Although Mitsubishi allowed parties to a contract to compel the arbitration of their antitrust disputes, it did not proclaim that all disputes between parties who include an arbitration clause in their contracts are subject to arbitration. A dispute within the scope of the contract is still a condition precedent to the involuntary arbitration of antitrust claims. See 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) (holding that arbitration is a matter of contract and that a party cannot be required to submit to arbitration any suit it has not agreed to arbitrate). A contrary reading of Mitsubishi not only ignores the facts of that case, but also could lead to absurd results. For example, if two small business owners execute a sales contract including a general arbitration clause, and one assaults the other, we would think it elementary that the sales contract did not require the victim to arbitrate the tort claim because the tort claim is not related to the sales contract. In other words, with respect to the alleged wrong, it is simply fortuitous that the parties happened to have a contractual relationship. Similarly, in this case, Coors is entitled to litigate its antitrust claims regarding the Miller-Molson relationship in a public forum so long as the claims are not related to the licensing agreement.
Finally, Molson relies upon one commentator for the proposition that a general arbitration clause will subject all antitrust disputes to arbitration unless they are specifically excluded. "Anyone involved in an ongoing commercial relationship must be aware that a general arbitration clause now can require arbitration of an antitrust dispute, even if the clause predates Mitsubishi and the arbitration process and arbitrator selected are ill-suited to an antitrust dispute." Donald I. Baker & Mark R. Stabile, Arbitration of Antitrust Claims: Opportunities and Hazards For Corporate Counsel, 48 Bus.Law. 395, 407-08 (1993).
However, a close reading shows that the Baker & Stabile article actually supports Coors in this case. The article is mainly intended to advise joint-venture partners and others engaged in continuing relationships "concerning the terms of their contract" how they can avoid arbitrating their antitrust disputes. Id. at 398-99.
a. Claims Related to the Market
We reiterate that Coors may litigate antitrust claims not related to the licensing agreement just as anyone else with standing may. Coors's claims regarding market concentration are not related to the licensing agreement, and Coors may therefore litigate those claims.
b. Claims Related to the Marketing Agreement
Coors's claims regarding confidentiality and proprietary information involve the Coors-Molson licensing agreement. Like the First Circuit in Mitsubishi, we conclude that the contractual arbitration clause controls this dispute. Molson gained access to the Coors information because of the parties' contractual relationship. Also under the terms of their contract, both parties agreed to arbitrate claims arising from this contract. We therefore reverse the district court and hold that Coors must keep its promise to
c. Control of Molson
Coors's least developed and most novel claim is that Miller's control over Molson will have an anti-competitive effect on the United States and North American beer markets. Coors argues that Miller holds a seat on Molson's board of directors, that Molson's bylaws require a unanimous vote of all directors, and that Miller may thus be in a position to control the distribution of Coors products. This claim presents the most difficult question because Coors has not specifically stated how Miller's control over Molson will create anti-competitive effects. However, Molson has not argued that Coors has failed to meet the requirements of notice pleading. See, e.g., American Nurses' Ass'n v. Illinois, 783 F.2d 716, 723 (7th Cir.1986) (discussing the advent of notice pleading); Charles Alan Wright, Law of Federal Courts § 68, at 475-76 (5th ed. 1994) (arguing that district courts should not require more detailed pleadings in complex antitrust and securities litigation than they do in cases of ordinary complexity, and collecting cases). In addition, we note that one commentator has suggested that advertising may be a legitimate antitrust issue in the beer industry.
Without making a final judgment as a matter of law on any theory, we conclude that Coors has presented a sufficient factual outline to suggest that it might develop a theory unrelated to the Coors-Molson licensing agreement. Coors is therefore entitled to conduct discovery and refine its theories. However, we do not make a final judgment on any control theory because the record before us is insufficient to allow it. At a later point in this litigation, Molson may again challenge Coors's claims, with respect to both their relation to the licensing agreement and their legal sufficiency. At that point, with additional briefing and discovery, we believe that the district court will be in the proper position to make appropriate findings of fact and reach conclusions of law.
B. Coors v. Miller
Molson also argues that Coors's action against Miller should be stayed. We review the failure of a district court to grant a stay as to a non-arbitrating party for an abuse of discretion. See, e.g., Moses H. Cone Memorial Hosp., 460 U.S. at 20 n. 23, 103 S.Ct. at 939 n. 23. Staying such a party is based upon considerations of judicial efficiency. See Meadows Indem. Co. v. Baccala & Shoop Ins. Servs., Inc., 760 F.Supp. 1036, 1045 (E.D.N.Y.1991). In addition, courts have held that arbitration should proceed in tandem with non-arbitrable litigation. See Armco Steel, 790 F.Supp. at 316; Pensacola Constr. Co. v. St. Paul Fire & Marine Ins. Co., 705 F.Supp. 306, 308 (W.D.La.1989). Finally, the district court's control of its docket is an important factor. Moses H. Cone Memorial Hosp., 460 U.S. at 20 n. 23, 103 S.Ct. at 939 n. 23. Given this authority and the current posture of this litigation, we see no evidence that the district court abused its discretion in refusing to stay Coors's claim against Miller.
We AFFIRM the district court's denial of Molson's motion to stay this action as to Coors's allegations that Molson and Miller are engaged in a conspiracy to monopolize the North American beer market. We REVERSE the decision of the district court as to Coors's allegations regarding proprietary information. We make a preliminary determination that Coors's allegation that Miller's control over Molson will lead to anticompetitive effects is not related to the licensing agreement. However, the district court should reconsider the Molson motion after the parties have had the opportunity to conduct discovery and refine their theories.
9 U.S.C. § 3.
Mitsubishi, 473 U.S. at 617, 105 S.Ct. at 3349.