Appeal from the United States District Court for the Southern District of Indiana, Indianapolis Division. Nos. IP76-76-C, IP74-420-C - William E. Steckler, Judge.
Hastings, Senior Circuit Judge,*fn* Moore, Senior Circuit Judge*fn** and Sprecher, Circuit Judge.
The sole issue on this appeal is whether there exist any grounds for vacating an arbitration award confirmed by the district court pursuant to 9 U.S.C. §§ 9, 13.
The Rail Passenger Service Act of 1970, 45 U.S.C. § 501 et seq. [hereinafter referred to as the "Amtrak Act" or the "Act"] authorized the creation of the National Railroad Passenger Corporation [hereinafter referred to as "Amtrak" or "NRPC"] for the purpose of providing intercity rail passenger service.
The Act authorized Amtrak to contract with railroads to relieve them of their responsibility for the provision of such service, 45 U.S.C. § 561(a)(1), and to obtain "the use of tracks and other facilities and the provision of services on such terms and conditions as the parties may agree." 45 U.S.C. § 562(a). Amtrak and the Chesapeake and Ohio Railway Company [hereinafter referred to as "C&O"] entered into two contracts dated April 16, 1971: the National Railroad Passenger Corporation Agreement [hereinafter referred to as the "Basic Agreement"] and the National Railroad Passenger Corporation Arbitration Agreement [hereinafter referred to as the "Arbitration Agreement"].
Section 3.1 of the Basic Agreement, Right to Services, provides:
Subject to and in accordance with the terms and conditions of this Agreement, Railroad hereby agrees to provide NRPC, over Rail Lines of Railroad, with the services requested by NRPC for or in connection with the operation of NRPC's Intercity Rail Passenger Service, including the carrying of mail and express on Intercity Rail Passenger Trains to the extent authorized by the Act. The initial services with respect to Railroad shall be as provided in Appendix B. . . .
Section 3.2 of the Basic Agreement, Modification of the Services, provides in pertinent part:
NRPC shall have the right from time to time to request, and subject to and in accordance with the terms and conditions of this Agreement Railroad hereby agrees to provide, modified or additional services. Such requests shall be made by filing an amendment to Appendix B with Railroad on a date sufficiently in advance of the date upon which such amendment is to become effective to permit adequate joint planning and joint preparation for the modified or additional services provided for in such amendment.
Also, Article Six of the Basic Agreement, Arbitration, provides that "any claim or controversy between NRPC and Railroad concerning the interpretation, application, or implementation of this Agreement shall be submitted to binding arbitration in accordance with the provisions of the Arbitration Agreement. . . ." Finally, Section 4.5 of the Arbitration Agreement provides that "the arbitrators shall, in reaching a decision, be governed by the provisions and language of the . . . Basic Agreement."
Pursuant to the Act, 45 U.S.C. §§ 521, 522, on January 28, 1971 the Secretary of Transportation designated a basic system within which intercity rail passenger service would be provided. Under the basic system, passenger trains were to be operated between Chicago and Cincinnati. The routes between these two mandatory service points over which Amtrak operated its trains until August 1, 1974 involved the use of Penn Central trackage. The initial services which C&O had agreed to provide Amtrak under Section 3.1 and Appendix B of the Basic Agreement did not include trackage for Amtrak's trains between Chicago and Cincinnati.
However, on August 1, 1974, the Federal Railroad Administration condemned as unsafe portions of the trackage along the Penn Central route and ordered that all passenger and freight service along the route be terminated on the morning of August 2, 1974. Thereupon, Amtrak filed a request under the Basic Agreement to have its trains between Chicago and Cincinnati operated over C&O trackage at the Basic Agreement rate for such services. C&O, however, contended that it was not required by the Basic Agreement to provide the requested service, and, therefore, the terms of the agreement, including its method of compensation, were inapplicable.
On August 2, 1974, Amtrak obtained a temporary restraining order requiring C&O to provide the requested service pending a preliminary injunction hearing. On August 22, 1974, following the hearing, the district court directed the parties to proceed with arbitration and, pending a decision by the arbitrators, issued a preliminary injunction requiring C&O to ...