BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION HANSON PROCESSING, L.L.C., ) ) DOCKET NO. UG-980860 Complainant, ) ) v. ) COMMISSION DECISION AND ORDER ) DISMISSING COMPLAINT CASCADE NATURAL GAS CORPORATION, ) ) Respondent. ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) PROCEEDINGS: This is a formal complaint proceeding. Hanson Processing, L.L.C. (Hanson) alleges its contract to purchase gas from Cascade Natural Gas Corporation (Cascade) under tariff Rate Schedule No. 511 (Large Volume General Industrial Service) and a related right-of-way contract (i.e., easement) are void and unenforceable, unlawfully discriminatory, unjust, unfair, and unreasonable. Cascade answers by denying the complaint’s essential elements and by affirmative defenses. Administrative Law Judge Dennis J. Moss of the Washington Utilities and Transportation Commission conducted a prehearing conference in Olympia, Washington on December 9, 1998. ALJ Moss discussed with the parties and set a procedural schedule, including dates for dispositive motions, answers, and replies. MOTION FOR SUMMARY DETERMINATION: Cascade filed Respondent’s Motion for Summary Disposition on January 6, 1999. Commission Staff (Staff) responded in support on January 25, 1999. Hanson responded in opposition on January 25, 1999. Cascade replied to Hanson and Staff on January 29, 1999. Hanson replied to Staff on January 29, 1999. Hanson requests oral argument. PARTIES: Robert E. Lundgaard, attorney, Olympia, Washington, and Michael J. Riccelli, attorney, Spokane, Washington, represent Hanson Processing, L.L.C. (Hanson). John West and Andrew Salter, Miller, Nash, Wiener, Hager & Carlsen, Attorneys at Law, Seattle, Washington, represent Cascade Natural Gas Corporation (Cascade). Sally G. Johnston, Assistant Attorney General, Olympia, Washington represents Commission Staff (Staff). COMMISSION: The Commission finds the motion papers thorough and complete; there is no need for oral argument. Hanson’s request for oral argument is denied. The Commission exercises its discretion to consider Cascade’s motion as one to dismiss Hanson’s complaint. WAC 480-09-425 (4). The motion is granted on grounds of collateral estoppel and res judicata. MEMORANDUM Cascade styles its motion as one for summary determination. The summary determination form of dispositive motion is the subject of our procedural rules at WAC 480-09-426. Cascade’s motion, however, neither is a motion to dismiss under CR 12(b)(6) standards (failure to state a claim upon which relief can be granted) as provided by WAC 480-09-426(1), nor a motion by which we might consider the merits under CR 56 standards (motion for summary judgment) as provided by WAC 480-09-426(2). We exercise our duty under WAC 480-09-425 to construe all pleadings liberally with a view to effect justice among the parties and treat Cascade’s filing as a motion to dismiss. This treatment is consistent with WAC 480-09-420 (8) which requires parties to file motions separately from other filings, including pleadings, such as answers to formal complaints. Cascade did allege affirmative defenses in its answer, including waiver, collateral estoppel, and res judicata. Cascade’s motion rests upon three of these defenses: waiver and collateral estoppel explicitly, and res judicata implicitly. Staff’s answer expressly supports Cascade’s motion on all three grounds. The parties agreed to, or at least did not object to, procedures established at the prehearing conference on December 9, 1998, that called for dispositive motions by January 8, 1999, and set a schedule for answers and replies. Hanson took full advantage of these opportunities and filed a lengthy and detailed response to Cascade. Hanson also filed a reply to Staff’s response. In sum, all parties had a full and fair opportunity to argue the points upon which we now dispose of this case. We provide below our detailed summary of this dispute’s background and procedural history, our analyses of the arguments presented, and a statement of the bases upon which we determine to dismiss Hanson’s complaint. Background and Procedural History. Hanson and Cascade entered a gas purchase and sales contract under Cascade’s Rate Schedule No. 511 (Large Volume General Industrial Service) on May 12, 1995. The contract provided for natural gas service to Hanson’s lime prilling plant in Moses Lake, Washington. Rate Schedule No. 511 requires a contract for a minimum period of twelve months’ service and requires the parties to negotiate and include as part of their contract an “Annual Minimum Quantity” of no less than 50,000 therms. If a customer under Rate Schedule No. 511 purchases less than the Annual Minimum Quantity as stated in the contract, the customer is charged an “Annual Deficiency Bill.” The contract obligated Hanson to take or pay for a minimum of 260,000 therms of natural gas per year for three years, the third year ending May 31, 1998. Cascade agreed to construct at its initial expense gas distribution facilities necessary to serve Hanson’s plant and secured an easement from Hanson to permit construction and maintenance of the facilities. Cascade built and put into service the facilities necessary to meet Cascade’s contract obligation to Hanson. Cascade purchased and reserved gas supplies and upstream pipeline transportation capacity to serve Hanson’s gas requirements; the contract provides only for “Firm Service” meaning Cascade must remain constantly ready, willing, and able to furnish Hanson’s maximum daily contract demand (i.e., up to 1,500 therms per day). Hanson neither took nor paid for the minimum volumes required during the first two contract years (i.e., contract years ending May 31, 1996, and May 31, 1997). Cascade delivered Annual Deficiency Bills to Hanson in July 1996 and July 1997. Hanson did not pay the Annual Deficiency Bills. Cascade sent Hanson a demand letter for $145,208.33 on October 31, 1997. Cascade’s demand letter states in part: In the event this amount is not paid by November 14, 1997, please consider this letter Cascade’s demand for arbitration pursuant to the Agreement For Natural Gas Service in the State of Washington dated as of May 12, 1995 (the “Contract”). Paragraph 17 of the Terms and Conditions of the parties’ contract provides in part: Any dispute or claim arising out of this Agreement shall be settled by arbitration. Arbitration proceedings shall be commenced by the delivery by either party to the other of written notice demanding arbitration. Hanson did not respond directly to Cascade’s demand for payment or for arbitration. Hanson filed in Grant County Superior Court on December 3, 1997, a Complaint For Declaratory Judgment As To Written Agreement. Hanson’s cause was docketed as Case No. 97-2-01094-9. Hanson claimed its gas purchase agreement with Cascade and the easement it provided in connection with the contract: are void for lack and/or inadequacy of consideration[;] resulted from a mutual mistake[;] were the result of a mistake of [Hanson] and the inequitable conduct of Cascade[;] were the result of Cascade’s mistake in understanding [Hanson’s] potential needs for the supply of natural gas, and Cascade was the party entrusted with reducing the agreement to writing[;] are discriminatory in practice and in violation of RCW 80.28.100[;] are unjust, unfair, and unreasonable, and in violation of RCW 80.28.010[;] and that Cascade’s actions in this matter constitute unfair methods of competition and unfair and deceptive acts or practices in the conduct of trade or commerce, and are in violation of RCW 19.86 et seq. [and] Cascade has breached the covenant of good faith and fair dealing attendant to all contractual relations in the state of Washington. Hanson asked for judgment declaring the contract and easement void and unenforceable, or for reformation, damages and treble damages, attorney’s fees and costs, and other relief. Hanson filed simultaneously with its complaint a motion to stay arbitration. The Court denied Hanson’s motion by order dated January 26, 1998. Sometime in February 1998, or sooner, Hanson complained informally to the Commission about its contract with Cascade. Commission personnel investigated the matter. Beginning in this time frame, Hanson and Hanson’s counsel spoke with various Commission personnel and Assistant Attorneys General who represent the Commission Staff. On March 10, 1998, Hanson and Cascade agreed by correspondence between their respective counsel to resolve the parties’ dispute by final and binding arbitration to take place in Seattle, Washington before Judge Robert Winsor in accordance with streamlined arbitration rules and procedures of JAMS/Endispute except as expressly modified by agreement. Among other things, the parties expressly agreed: The arbitration shall resolve all disputes between the parties, including, but not limited to, Cascade’s claim to recover sums that will be due from Hanson to Cascade on or about May 31, 1998, for the third contract year (June 1, 1997, through May 31, 1998)[; and] Hanson shall dismiss with prejudice its Grant County action (Case No. 97-2-01094-9, Hanson Processing LLC v. Cascade Natural Gas Corporation). On March 19, 1998, Judge Sperline, Superior Court, State of Washington, Grant County, entered a Stipulation For And Order Of Dismissal. The parties stipulation, drafted by Hanson’s counsel provides: IT IS HEREBY STIPULATED AND AGREED, by and between the parties in the above-captioned case, through their respective counsel, that all Plaintiff’s claims or causes of action, whether asserted or not, are to be fully settled, compromised, or otherwise resolved through binding arbitration, and that this cause of action may be dismissed with prejudice and without costs to any party, upon the application of any party without notice. The Court ordered all Hanson’s claims or causes of action dismissed with prejudice. Judge Winsor convened a scheduling conference in April 1998 and set the arbitration hearing for August 1998. Hanson submitted its formal Notice of Claims to Cascade, via counsel, on April 23, 1998, and copied Judge Winsor. Hanson stated its claims that the May 12, 1996 gas purchase contract with Cascade, and the easement it granted Cascade 1. . . . were the result of a mistake of [Hanson] and the mistake of or inequitable conduct of Cascade[;] 2. . . . were the result of Cascade’s mistake in understanding [Hanson’s] potential needs for the supply of natural gas, and Cascade was the party entrusted with reducing the agreement to writing[;] 3. . . . are discriminatory in practice and in violation of RCW 80.28.010, other provisions of the Revised Code of Washington, and other applicable provisions of the Washington Administrative Code[;] 4. . . . are unjust, unfair, and unreasonable, and in violation of RCW 80.28.010, other provisions of the Revised Code of Washington, and other applicable provisions of the Washington Administrative Code[; and] 5. Cascade’s actions in this matter constitute unfair methods of competition and unfair and deceptive acts or practices in the conduct of trade or commerce, and are in violation of RCW 19.86 et seq. Hanson appears at this juncture to have abandoned its earlier claim that its contract with Cascade fails for lack of consideration, a claim with respect to which Judge Sperline earlier observed: While plaintiff [Hanson] alleges that the [May 12, 1996] agreement is void for lack of consideration, plaintiff readily admits that the consideration provided for in the agreement was actually provided by the defendant[, Cascade].” Other than that one claim, the claims Hanson asserted before Judge Winsor are the same, or encompass the claims Hanson asserted in its Grant County Superior Court declaratory judgment action. On June 11, 1998, Hanson advised Judge Winsor that Hanson was “withdrawing this matter from arbitration” and intended to submit the dispute to the Commission “for adjudicative proceedings.” Hanson’s argument to support withdrawal from arbitration asserted the Commission’s “exclusive statutory jurisdiction and/or primary jurisdiction” to resolve the parties’ dispute. On June 15, 1998, Hanson filed at the Commission its Complaint for Adjudicative Proceeding and Declaratory Relief. Specifically, Hanson claims: Both the [May 12, 1996] Agreement and Easement, as interpreted, applied, and attempted to be enforced by Cascade, and Cascade’s actions in this matter are unjust, unfair, and unreasonable, and in violation of RCW 80.28.010[;] Both the [May 12, 1996] Agreement and Easement, as interpreted, applied, and attempted to be enforced by Cascade, and Cascade’s actions in this matter subject [Hanson] to undue and unreasonable prejudice and/or disadvantage in violation of RCW 80.28.090, and are discriminatory and in violation of RCW 80.28.100[; and] Based on the use of the form Agreement and Easement, Cascade’s actions in this matter do not appear to be isolated to this Claimant, and adjudication of Claimant’s claim represents an issue of substantial public interest and impact. Hanson requests the Commission to provide relief essentially identical to what it sought in its Grant County Superior Court action and in arbitration. On June 16, 1998, Judge Winsor heard argument on Hanson’s purported withdrawal of the matter from arbitration. Judge Winsor determined he should go forward with the arbitration. Judge Winsor stated that Hanson, if it wished, could seek a restraining order to prevent the arbitration from proceeding. Judge Winsor memorialized his determinations by letter order dated June 26, 1998. On July 8, 1998, Hanson informed Judge Winsor it intended to petition the Grant County Superior Court to set aside the Court’s March 19, 1998, Stipulation For and Order Of Dismissal and to stay or dismiss the arbitration. Hanson asked Judge Winsor to stay the arbitration pending Hanson’s filing and the Court’s resolution. Among other things, Hanson asserted at length the “WUTC’ s primary jurisdiction, and substantial and compelling public policy grounds” as bases to justify Hanson’s purported withdrawal from arbitration and request for stay. Judge Winsor denied Hanson’s motion for stay on July 17, 1998. Judge Winsor’ s letter order notes that Hanson apparently intended to take up his earlier suggestion that Hanson might wish to seek a court order to restrain arbitration. Judge Winsor therefore considered Hanson’s renewed primary jurisdiction argument as a motion for reconsideration of his June 26 order rejecting Hanson’s purported withdrawal from arbitration. Judge Winsor found Hanson’s argument unpersuasive. Judge Winsor’s July 17 letter order relates, too: In any event, as I said in my opinion of June 16th, both parties here agreed to binding arbitration approved by Judge Sperline. I am carrying out Judge Sperline’s order[,] pursuant to your agreement. I will be present for our arbitration beginning on August 11th. I trust you and your clients will be there unless a court having jurisdiction orders to the contrary. On or about July 24, 1998, Hanson filed in the Grant County Superior Court a Motion For Relief From Stipulation For and Order of Dismissal and a supporting Memorandum of Authorities. The motion rests on CR 60(b). Hanson argues in detail its assertion that the Commission has primary jurisdiction to which the court, the arbitrator, and the parties should or must concede. Hanson also advanced its public policy arguments. Hanson’s memorandum states “[t]his matter should be allowed to proceed before the Commission and the arbitration stayed as requested in [Hanson’s] prior motion.” Cascade filed a Memorandum opposing Hanson’s CR 60(b) motion and Hanson filed a Response. The Court heard oral argument. Judge Sperline denied Hanson’s motion orally on July 31, 1998, and confirmed his ruling by written order signed August 6, 1998, and filed by the clerk on August 7, 1998. Hanson filed an emergency motion with the Washington State Court of Appeals, Division III, on August 5, 1998, and asked the Court to stay the arbitration pending appeal of Judge Sperline’s order denying Hanson’s CR 60(b) motion. Hanson again advanced its primary jurisdiction argument, among others. The Court of Appeals, after reviewing the record and hearing oral argument, denied Hanson’s emergency motion on August 10, 1998. The Court of Appeals later dismissed Hanson’s appeal of Judge Sperline’s order. The arbitration went forward, including a hearing on August 12, 1998, in which Hanson was permitted the opportunity to call and examine all its designated witnesses, including the Commission’s Gas Industry Coordinator, an employee knowledgeable in the subject matter Hanson wished to be part of the record. On August 14, 1998, Judge Winsor rejected Hanson’s arguments relative both to the gas purchase contract and the easement, and determined: Judgment should be entered against Hanson Processing, LLC in the full deficiencies, $215,740.00, together with pre-judgment and post-judgment interest, plus reasonable lawyer fees. Hanson moved for reconsideration of the Arbitrator’s decision with respect to the easement. On September 14, 1998, Judge Winsor denied Hanson’s motion. Judge Winsor also confirmed the award to Cascade of approximately $42,000 in attorney’s fees and costs. On September 29, 1998, the Superior Court of Washington for King County entered an Order Confirming Arbitration Award and entered a Judgment in Cascade’ s favor for $215,740 in principal, $42,011.86 in attorney’s fees and costs, and $31,883.17 in interest to the date of judgment, a total of $289,635.03, which bears interest at 12 percent per annum until paid. On October 27, 1998, Hanson appealed the King County Superior Court Judgment to the Court of Appeals, Division I. That appeal is pending as No. 43537-0. Administrative Law Judge Dennis J. Moss of the Washington Utilities and Transportation Commission conducted a prehearing conference in Olympia, Washington on December 9, 1998. Upon consultation with the parties, a procedural schedule was set, including dates for dispositive motions, responses, and replies. Cascade filed Respondent’s Motion for Summary Disposition on January 6, 1999. Commission Staff (Staff) answered in support on January 25, 1999. Hanson answered in opposition on January 25, 1999. On January 29, 1999, Cascade replied to Hanson and Staff, and Hanson replied to Staff. Commission Discussion and Decision. Cascade’s Argument. Cascade first argues Hanson’s claims are barred by the doctrine of collateral estoppel. Cascade acknowledges collateral estoppel requires: (1) identical issues, (2) final judgment on the merits in the prior proceeding, (3) identical parties or parties in privity with the prior parties, and (4) that application of the doctrine will not work an injustice. Cascade says Hanson’s complaint attempts to relitigate before the Commission “the exact same issues it raised in the arbitration . . ..” Cascade points to Hanson’s broad contentions both at arbitration and here that the disputed contract and easement are unfair, unjust, unreasonable, and discriminatory. Cascade points out that Hanson regarded the issues it presented to the arbitrator as being the same as those the Commission might consider. Cascade quotes Hanson’s counsel’s statements from the arbitration transcript as follows: So the issues before you, Your Honor, are not simple contract issues. These are regulatory issues, these are issues of justice, fairness, and reasonableness and have to be considered in the context of a regulated utility. . . . So you sit, Your Honor, as the Commission, you are charged with the public concerns, the public good. The statutes are very clear on their face. The statutes require considerations of justness, fairness, and reasonableness. . . . So you have to look at this from the regulatory standpoint. You have to consider the regulatory issues and experience of the Commission in regulating utilities, and what is fair and reasonable and just. Cascade relates that Hanson was allowed to develop evidence on these issues and on Cascade’s alleged discriminatory treatment of Hanson. Cascade next develops the legal arguments that arbitration is a form of adjudication and that an arbitrator’s formal written decision satisfies collateral estoppel’s requirement of a final judgment on the merits. Cascade cites Neff v. Allstate Insurance Co., 70 Wn. App. 796, 799, 855 P.2d 1223 (1993) and Robinson v. Hamed, 62 Wn. App. 92, 100, 813 P.2d 171 (1991). Cascade points out the complainant and respondent parties here are identical to those in the arbitration. That this third requirement under collateral estoppel doctrine is satisfied appears beyond dispute. Regarding collateral estoppel’s fourth requirement, Cascade argues Hanson had a full and fair opportunity to litigate the issues at arbitration and, hence, to apply collateral estoppel in this proceeding will not work an injustice. Cascade points out that Hanson was permitted to make opening and closing statements, submit evidence, and examine and cross-examine witnesses, including the Commission’s Gas Industry Coordinator. Cascade’s second ground for dismissal is that Hanson’s claims are barred by the doctrine of waiver; the intentional and voluntary relinquishment of a known right. Cascade says Hanson agreed “on no less than three separate occasions that ‘any dispute or claim arising out of’ the contract” would be resolved by binding arbitration. In essence, Cascade argues that Hanson, fully advised by counsel on at least two of three occasions, agreed to arbitration as a form of alternative dispute resolution. Cascade argues there is a strong public policy that favors arbitration of disputes, namely the avoidance of formality, expense, and delay often associated with trials. Cascade points out the Commission’s rules expressly encourage alternative dispute resolution, citing WAC 480-09-465. Cascade states the Commission has routinely reviewed, commented on, and approved arbitration clauses in Cascade’s “special contracts.” Cascade asks us to dismiss Hanson’s complaint with prejudice. Staff’s Argument. Staff places its waiver argument first, but expressly acknowledges the point Cascade implicitly recognizes in its motion: “The question before the Commission is not one of jurisdiction.” Staff says the Commission’s jurisdiction over the merits of Hanson’s complaint is clear under RCW 80.04.110, at least as to the gas purchase and sales agreement. Staff questions the Commission’s jurisdiction over the easement complaint. Staff argues that the Commission, having jurisdiction, should decline to exercise its power because Hanson intentionally relinquished its right to have the Commission determine the merits of its claims by opting for arbitration. Staff’s second argument rests on res judicata and collateral estoppel grounds. Staff relates that while collateral estoppel bars parties from relitigating issues resolved in a prior action, res judicata, or issue preclusion, bars claims that were or should have been asserted in a prior cause. Staff discusses the policy bases that support application of the two doctrines to dismiss this case and argues “it cannot reasonably be disputed that all the elements of res judicata are satisfied” and “[a]ll four elements [of collateral estoppel] plainly are met here.” Staff asks us to grant Cascade’s motion for summary determination and dismiss Hanson’s complaint with prejudice. Hanson’s Argument. Hanson’s first line of argument is to the point that the Commission is the appropriate forum for its dispute with Cascade. Hanson addresses the Commission’s jurisdiction, including a lengthy argument on the subject of primary jurisdiction. Hanson asserts that parties are not free to waive the Commission’s jurisdiction. Hanson argues next that Cascade fails to show the issues before the Commission are the same as those decided in the arbitration. Hanson says: “The arbitrator’s award is woefully inadequate to confirm whether and if any regulatory issues were decided.” Hanson acknowledges a final judgment has been entered in the prior action, but notes the judgment remains on appeal. It is unclear whether Hanson means to dispute the issue of whether collateral estoppel’s third prong is satisfied. Hanson disputes Cascade’s and Staff’s assertions that no injustice results if the collateral estoppel doctrine is applied to dismiss Hanson’s complaint. Hanson says it would be unjust to “deny [Hanson] its statutory right to have its complaint aired before the Commission, under its right to primary jurisdiction.” Hanson last returns to the waiver question and argues Hanson cannot be said to have intentionally and voluntarily relinquished a known right because Hanson first arrived at its belief the Commission’s jurisdiction to adjudicate disputes preempts other forms of, and forums for, dispute resolution at some point in time after it agreed to binding arbitration and to dismiss its complaint in Grant County Superior Court action. Hanson then “requested Cascade to accede to the Commission’s primary jurisdiction.” Hanson disputes Cascade’s argument that Hanson should be charged with constructive knowledge “of our state’s statutes.” Hanson argues “the arbitration provision” was based either on “mutual mistake” regarding the Commission’s primary jurisdiction, or “Cascade committed a fraud upon [Hanson] in placing a restrictive, exclusive arbitration provision in its contract.” Hanson asks us to deny Cascade’s motion. Commission. We consider first the related arguments that Hanson’s complaint should be dismissed on grounds of collateral estoppel and res judicata. We find these arguments persuasive and accordingly grant Cascade’s motion to dismiss. When deciding whether to dismiss Hanson’s complaints under the collateral estoppel doctrine we must consider whether: (1) the issues to be decided in the present proceeding are identical to ones decided in a prior proceeding; (2) a final judgment on the merits was entered in the prior proceeding; (3) the party against whom the doctrine is asserted was a party, or was in privity with a party, to the prior proceeding; and (4) application of the doctrine will work an injustice. Reninger v. Department of Corrections, 134 Wn.2d 437,449, 951 P.2d 782 (1998); Neff v. Allstate Insurance Co., 70 Wn. App. 796, 800, 855 P.2d 1223 (1993). We consider each element in turn. We relate above in the background and procedural history the various statements of claim Hanson advanced before the Grant County Superior Court, in the arbitration, and now before us. When we compare those statements we find they all assert the same facts and legal theories, albeit sometimes couched in slightly different language. Broadly, Hanson asserts before all three jurisdictions that Hanson’s May 12, 1996, gas purchase and sale contract with Cascade and the easement Hanson granted Cascade are void and unenforceable, or voidable, in whole or in part, and should be set aside or reformed to be just, fair, reasonable, and consistent with various of our governing statutes, including RCW 80.28.010, and, as Hanson stated in its arbitration notice of claims “other provisions of the Revised Code of Washington, and other applicable provisions of the Washington Administrative Code.” Underlying this broad claim in each case are Hanson’s allegations that the contract and easement are: (1) unfair, unjust, and unreasonable; (2) discriminatory in application; (3) in violation of RCW 80.28.010(9) and various other sections within RCW Chapter 80.28; (4) the result of mutual mistake; (5) the result of unilateral mistake by Hanson and fraud, misrepresentation, or inequitable conduct by Cascade; and (6) misapplication of Cascade’s Rate Schedule 511. Hanson argues at least some of these issues were not before Judge Winsor, or at least were not considered by Judge Winsor in the arbitration. Hanson bases this argument in statements by Cascade’s counsel that invited Judge Winsor to refer certain issues to the Commission. Judge Winsor, however, did not accept Cascade’s suggestion. Indeed, he expressly overruled Cascade’s objection to testimony from the Commission’s Gas Industry Coordinator, called by Hanson to provide testimony in connection with the claims Hanson asserts are within the Commission’s special expertise. Judge Winsor’s ruling on August 14, 1998, specifically addresses the factual underpinnings of Hanson’s so-called regulatory issues. He finds, for example, that the May 12, 1995, contract is unambiguous and enforceable, requires Hanson to take or pay for gas in accordance with its terms, and that “[t]he gas was to be billed in accordance with [Cacade’s Commission-approved Rate Schedule 511] attached to the contract . . ..” Judge Winsor’s ruling considers the essential aspects of Hanson’s and Cascade’s negotiations and the resulting agreements in the context of Cascade’s status as “a legal monopoly,” the touchstone of Commission’s regulatory role, and a status squarely at the heart of Hanson’s theory of the case. Judge Winsor said he found a couple of the issues close, but ruled in Cascade’s favor, considering and weighing all the evidence. Although he did not express himself via formal conclusions of law, Judge Winsor necessarily rejected Hanson’s legal arguments that the contract is void, or voidable, because it violates RCW 80.28.010 (9) or other statutory provisions. Indeed, as stated above, Judge Winsor expressly concluded the contract is enforceable and, later, he expressly rejects Hanson’s arguments that the easement is “defective and/or unlawful and . . ., therefore, void.” It appears beyond doubt that Judge Winsor considered the full range of factual and legal issues Hanson placed before him. The Commission favors the approach outlined in Cunningham v. State, 61 Wn. App. 562, 811 P.2d 225 (1991) to address the question whether a prior determination is a final judgment on the merits for collateral estoppel purposes. We find from our review of the parties’ motion papers and numerous exhibits that the parties were fully heard in the arbitration, that the arbitrator’s determination is the product of careful deliberation and is supported by a reasoned opinion. The arbitrator’s decision, reduced to judgment, not only is subject to appeal, it has been appealed. Arbitration is one form of adjudication. Neff, supra, 70 Wn. App. at 799. Here, the issue