45 N.Y.2d 358 (1978)
When an arbitration agreement contains a broad arbitration clause, compliance with contractual time limitations for demanding arbitration is a matter of procedural arbitrability to be determined by the arbitrator, unless the agreement expressly makes compliance with the time limitation a condition precedent to arbitration.
Summary
United Nations Development Corp. (UNDC) and Norkin Plumbing Co. entered a construction contract with a clause requiring arbitration demands within 60 days of a claim arising. After delays, Norkin demanded arbitration, and UNDC sought to stay it, arguing the demand was untimely. The court held that the 60-day limit was not an express condition precedent to arbitration and thus the timeliness issue was for the arbitrator to decide. The court emphasized the importance of the breadth of the arbitration clause; in broad clauses, procedural issues are for the arbitrator, unless the parties explicitly state a condition precedent.
Facts
UNDC contracted with Norkin for plumbing work on a UN building project.
The contract included a clause requiring demands for arbitration to be made within 60 days after a claim arose.
Delays occurred, and Norkin eventually completed the work later than scheduled.
Norkin then served a demand for arbitration more than 60 days after the delays occurred, seeking compensation for the delays.
Procedural History
UNDC commenced a proceeding to stay arbitration, arguing Norkin’s demand was not timely under the contract.
Norkin cross-moved to compel arbitration.
The Supreme Court dismissed UNDC’s petition and granted Norkin’s cross-motion, holding timeliness was for the arbitrator to decide.
The Appellate Division affirmed the Supreme Court’s decision.
Issue(s)
Whether a contractual limitation on the time to demand arbitration constitutes an express condition precedent requiring judicial resolution of compliance, or a matter of procedural arbitrability for the arbitrator.
Holding
No, because the contractual limitation was not expressly made a condition precedent to arbitration in the agreement; it is a matter of procedural arbitrability to be determined by the arbitrator.
Court’s Reasoning
The court focused on CPLR 7503(b), which defines the scope of judicial inquiry in arbitration stay applications. While courts can determine the validity of an arbitration agreement and whether a claim is time-barred by the statute of limitations, the court distinguished between statutory and contractual conditions precedent.
The court reasoned that, generally, statutory conditions precedent (like notice of claim requirements) are for the court to decide. However, with contractual conditions precedent, the breadth of the arbitration clause matters. A broad arbitration clause delegates procedural issues, including compliance with time limits, to the arbitrator.
The court emphasized that the arbitration clause in this case was a broad one, covering “all claims, disputes, and other matters in question arising out of, or relating to, this Contract or the breach thereof”. The 60-day demand requirement lacked any language making it an express condition precedent.
The court distinguished its prior holding in Pearl St. Dev. Corp. v Conduit & Foundation Corp. (41 NY2d 167) because in Pearl St. the primary issue was whether the express conditions precedent in one contract were even applicable to the arbitration, which the court deemed a matter of contract interpretation for the arbitrator.
The court concluded that because the 60-day limitation was not expressly made a condition precedent in the contract, the issue of timeliness was for the arbitrator to decide.