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Click here for the full text of this decision FACTS:Samson Resources Co. appeals an order staying litigation and compelling arbitration pursuant to an arbitration clause in a proposed sale agreement between Samson, Will-Drill Resources and several other sellers of mineral leases and related assets. Samson contends that the proposed sale agreement it signed was an offer to purchase all of the sellers’ property, which was rejected when less than all of the sellers signed the proposed sale agreement. Thus, Samson contends that no agreement of any kind was reached between the parties. The district court held that because Samson’s argument attacked the agreement generally, rather than the arbitration clause specifically, the separability doctrine of Prima Paint applied, and the court ordered arbitration. HOLDING:Vacated and remanded. It is clear that because arbitration is a matter of contract, where a party contends that it has not signed any agreement to arbitrate, the court must first determine if there is an agreement to arbitrate before any additional dispute can be sent to arbitration. The court agrees with those circuits which have included claims that the signature is forged or the agent lacked authority to bind the principle in this category. On the other hand, where parties have formed an agreement which contains an arbitration clause, any attempt to dissolve that agreement by having the entire agreement declared voidable or void is for the arbitrator. Only if the arbitration clause is attacked on an independent basis can the court decide the dispute; otherwise, general attacks on the agreement are for the arbitrator. The court rejects the argument that where there is a signed document containing an arbitration clause which the parties do not dispute they signed, it must presume that there is a valid contract and send any general attacks on the agreement to the arbitrator. Where the very existence of an agreement is challenged, ordering arbitration could result in an arbitrator deciding that no agreement was ever formed. Such an outcome would be a statement that the arbitrator never had any authority to decide the issue. A presumption that a signed document represents an agreement could lead to this untenable result. The court concludes that where a party attacks the very existence of an agreement, as opposed to its continued validity or enforcement, the courts must first resolve that dispute. The court finds that Samson is attacking the existence of an agreement, as opposed to the continued validity of an agreement that already exists. The court is informed by a hypothetical: If A were to send an unsigned proposal containing an arbitration clause to B, offering to buy Blackacre for $100,000, and B were to sign the proposal after striking Blackacre and substituting Whiteacre, no agreement was reached. It could be said that A and B were both willing to arbitrate, but A was willing to arbitrate the purchase of Blackacre, while B was willing to arbitrate the sale of Whiteacre. Because A did not sign the counter-offer, if A contends that no agreement to arbitrate exists a court must first decide if an agreement exists between A and B. Under the same scenario, except that A signed the proposal to buy Blackacre before sending it to B, A’s signature does not change the fact that A and B, while willing to arbitrate, never reached an agreement to arbitrate. The court declines to express an opinion on the merits of Samson’s argument, beyond the observation that a court must first resolve this dispute. OPINION:Higginbotham, J.

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