PAINEWEBBER INCORPORATED, APPELLANT,

v.

H. WILLIAM HOFMANN, APPELLEE

BECKER, Circuit Judge.

This action was instituted by Paine-Webber Incorporated to stay and enjoin the arbitration of a customer’s claims of fraud and mismanagement before the National' Association of Securities Dealers, Inc. (“NASD”). Based on the incorporation of § 15 of the NASD Code of Arbitration Procedure (“NASD Code”) into the arbitration clause of the “Client’s Agreement,” Paine-. Webber seeks declaratory and injunctive relief barring the arbitration of any claim that arose from an occurrence or event more than six years before the filing of arbitration. Paine Webber contends that because § 15 of the NASD Code is a substantive contractual limitation on what claims the parties have agreed to submit to arbitration, the question of arbitrability is strictly a matter for the court to decide. The defendant, PaineWebber’s former client H. William Hofmann, responds that no portion of his claim in arbitration should be enjoined because the determination of what claims are barred by § 15 of the NASD Code is properly a question for the arbitrators. Hofmann also contends that, regardless of who determines arbitrability, all of his claims arose within the allowable six year period.

The district court granted summary judgment for Hofmann, notwithstanding that certain of Hofmann’s claims indisputably arose from occurrences and events that took place more than six years before the filing of arbitration. The court appears to have concluded that at least some of Hofmann’s claims arose within the six year period established by § 15 of the NASD Code and that it therefore could not say with positive assurance that the entire claim in arbitration was barred by § 15.

Relying on our opinion in PaineWebber Inc. v. Hartmann, 921 F. 2d 507 (3d Cir.1990), in which we addressed language identical to that found in § 15 of the NASD Code, we conclude that the court is the proper body to determine the scope of the arbitration agreement; that PaineWebber is entitled to a declaratory judgment and injunctive relief as to any claim arising out of an occurrence or event that occurred more than six years before the filing of arbitration; and that with regard to at least some of Hofmann’s claims, it is indisputable that more than six years passed between the occurrences or events that gave rise to those claims and the filing of Hofmann’s claims in arbitration. Accordingly, we will vacate the order granting summary judgment in favor of Hofmann.

While PaineWebber is entitled to summary judgment on some of Hofmann’s claims, there are others on which arbitrability is less clear. More particularly, Hof-mann has pled a number of claims, such as the allegation that within the six year period the broker advised Hofmann to hold securities purchased more than six years before the arbitration demand, that may or may not be within the scope of the arbitration agreement. PaineWebber responds that these are not independent claims but merely attempts to toll the six year period adopted by the parties as a substantive limit on the claims that will be eligible for arbitration. We cannot decide the arbitra-bility of the claims on the present record. Accordingly, we will remand to the district court with guidance on further proceedings to determine if these claims are within the scope of the arbitration agreement.

I.

The relevant facts, most of which are undisputed, may be summarized as follows. In 1977, Hofmann, who had significant assets held mostly in federally-insured cash deposits and conservative stocks, was solicited by one of PaineWebber’s Philadelphia brokers. Through this broker, Hofmann began investing in municipal bonds and conservative-to-moderate risk stocks. When the broker died in 1980, Paine-Webber assigned Hofmann’s account to another of its brokers, Henry J. Faragalli, Jr. During the course of Faragalli’s management of Hofmann’s account, Hofmann’s investments became more and more concentrated in the stock of a small California electronics company, EECO, Inc. Hof-mann’s purchase of the EECO stock began in November of 1982 and continued through December of 1987. EECO stock increased in value from 1982 to approximately the middle of 1987. During the months immediately preceding, during, and after the stock market crash of October 1987, however, much of that value was lost. In December of 1987, Faragalli’s employment with PaineWebber was terminated.¹ Faragalli was subsequently hired as a broker by Shearson Lehman Brothers, Inc. Shortly thereafter, Hofmann’s brokerage account was transferred to Shearson and assigned to Faragalli. While at Shearson, Hofmann continued to hold his existing shares of EECO stock and to purchase additional shares on margin. The value of the stock, however, continued to decline. Finally, on May², 1990, EECO filed for Chapter 11 bankruptcy protection, and the EECO stock held by Hofmann became (and remains) worthless.

On October 30, 1987, Hofmann executed a margin agreement (titled “Client’s Agreement”) with PaineWebber. Among the terms of the agreement was a provision requiring Hofmann to submit any disputes arising out of the brokerage relationship to one of a listed group of arbitration forums.² On October 11, 1991, Hofmann filed a Statement of Claim with the NASD, one of the forums listed in the arbitration agreement.

The Statement of Claim names Faragalli, PaineWebber, and Shearson as respondents and alleges, inter alia, that Faragalli was engaged in an ongoing scheme to support the price of EECO stock for his own benefit; that Faragalli abused the accounts of Hofmann and other customers in furtherance of that scheme; that he recommended that Hofmann purchase and hold unsuitably speculative securities (especially EECO stock); that Faragalli executed unauthorized transactions in Hofmann’s account; that PaineWebber failed properly to supervise Faragalli; that PaineWebber wrongfully concealed Faragalli’s wrongdoing from Hofmann; and that PaineWebber acted wrongfully in allowing Faragalli to cause Hofmann to become and to remain invested in a single, risky security.

Hofmann’s arbitration claim also alleges' that he (Hofmann) made at least 118 separate purchases of EECO stock. The majority of these purchases occurred before October 11, 1985; i.e., more than six years before the filing of his arbitration claim. Hofmann claims on appeal, however, that all his losses can be attributed to “occurrences or events” within six years of the demand for arbitration. In particular, Hof-mann points to six types of alleged occurrences or events that he claims occurred within the six year period provided for in § 15 of the NASD Code: (1) certain purchases of EECO stock; (2) repeated, insistent, and wrongful advice by Faragalli to hold all EECO stock; (3) Faragalli’s and PaineWebber’s active concealment of and affirmative misstatements about the risk to Hofmann’s account; (4) Hofmann’s discovery in the summer of 1991 that his losses may have been caused by the wrongdoing of others; (5) the continuation of a unitary pattern of wrongdoing with respect to investments in EECO from 1982 through 1987; and (6) the continuation of a wrongful brokerage relation from 1982 through 1987.

In response to the arbitration filing, PaineWebber both denied the claims on the merits and requested that the NASD Director of Arbitration (the “Director”) dismiss “any claims relating to purchases pri-or to September 1985.” In the alternative, PaineWebber requested that the Director appoint an arbitration panel to consider its motion to dismiss under § 15 of the NASD Code. In memoranda dated January 27, and February 6, 1992, the NASD advised' the parties that the Director had decided that the motion would be left to the arbitrators hearing the merits. The NASD also notified the parties that it would abide by any properly obtained stay of arbitration.

On February 7, 1992, PaineWebber commenced the present action for declaratory judgment, and a stay of, and an injunction against the arbitration of claims that arose from occurrences or events more than six years before the filing of arbitration. On March 17, 1992, Hofmann moved for summary judgment. On March 31,1992, Paine-Webber filed both a response to the motion and its own cross-motion for summary judgment. The following day, without giving Hofmann an opportunity to respond to PaineWebber’s cross-motion and without oral argument, the district court granted Hofmann’s summary judgment motion, setting forth only the following brief explanation:

I cannot say with positive assurance whether Section 15 of the NASD’s Code bars the claim now in arbitration. Cf. PaineWebber Inc. v. Hartmann, 921 F. 2d 507 (3d Cir.1990).

PaineWebber Inc. v. Hofmann, No. 92-CV-0810 (E.D.Pa. Apr.², 1992).

This appeal followed, in which Paine-Webber argues that § 15 of the NASD Code, as incorporated into the agreement between the parties, clearly creates a substantive limit on the claims that may be submitted to arbitration, in contrast to a procedural bar such as a statute of limitations. Relying on our opinion in Paine-Webber Inc. v. Hartmann, 921 F. 2d 507 (3d Cir.1990), PaineWebber argues that it is therefore entitled to an order directing the district court to enter summary judgment in its favor and to grant a declaratory judgment and an injunction prohibiting the arbitration of any claims that arose from an occurrence or event more than six years before the filing of arbitration. Hofmann responds not only that PaineWebber is not entitled to declaratory and injunctive relief, but also that he is entitled to summary judgment because: (1) any remaining questions of arbitrability are for the arbitrators to decide; and in the alternative, (2) even if the court should decide the arbitrability of the remaining claims, it must find the claims arbitrable since all of them arose from events or occurrence .less than six years before the arbitration filing.3

The district court’s jurisdiction was predicated on diversity of citizenship. 28 U.S.C. § 1331. Our jurisdiction is based on Paine-Webber’s timely notice of appeal from entry of final judgment. 28 U.S.C. § 1291. Our review of an order granting summary judgment is plenary. Clement v. Consolidated Rail Corp., 963 F. 2d 599, 600 (3d Cir.1992). Accordingly, we must examine the issues using the same test applied by the district court: whether there is a genuine issue as to any material fact and whether the movant is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c). In conducting our analysis, we must view all facts and inferences in the light most favorable to the non-moving party, Paine-Webber. Clement, 963 F. 2d at 600.

II.

A.

An understanding of this case is aided by a brief sketch of the general principles underlying arbitration law. At base, “ ‘arbitration is a matter of contract and a party cannot be required to submit to arbitration any dispute which he has not agreed so to submit.’ ” 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) (quoting United Steel workers of Am. v. Warrior & Gulf Navigation Co., 363 U.S. 574, 582, 80 S.Ct. 1347, 1353, 4 L.Ed.2d 1409 (1960)). Accordingly, “ ‘whether or not [a party is] bound to arbitrate, as well as what issues it must arbitrate, is a matter to be determined by the Court on the basis of the contract entered into by the parties.’ ” Id. 475 U.S. at 649, 106 S.Ct. at 1419 (quoting John Wiley & Sons, Inc. v. Livingston, 376 U.S. 543, 547, 84 S.Ct. 909, 912-13, 11 L.Ed.2d 898 (1964)).

In resolving the arbitrability of particular claims, however, “a court is not to rule on the potential merits of the underlying claims,” no matter how frivolous the claims may appear to the court. Id., 475 U.S. at 649, 106 S.Ct. at 1419. Moreover, “there is a presumption of arbitrability in the sense that ‘[a]n order to arbitrate the particular grievance should not be denied unless it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute. Doubts should be resolved in favor of coverage.’ ” Id. at 650, 106 S.Ct. at 1419 (quoting Warrior & Gulf, 363 U.S. at 582-83, 80 S.Ct. at 1352-53). This presumption notwithstanding, “a compelling case for nonarbitrability should not be trumped by a flicker of interpretive doubt.” PaineWebber Inc. v. Hartmann, 921 F. 2d 507, 513 (3d Cir.1990). And “[i]f the court determines that ... the matter at issue clearly falls outside of the substantive scope of the agreement, it is obliged to enjoin arbitration.” Id. at 511.

B.

In granting Hofmann’s motion for summary judgment, the district court stated:

“I cannot say with positive assurance whether Section 15 of the NASD’s Code bars the claim now in arbitration.” Cf. PaineWebber Inc. v. Hartmann, 921 F. 2d 507 (3d Cir.1990).

From the district court’s language and its reference to Hartmann; it is clear that the court was relying on the general presumption of arbitrability described above. See Hartmann, 921 F. 2d at 511; see also AT & T Technologies, 475 U.S. at 650, 106 S.Ct. at 1419. While the presumption of arbitra-bility is generally applicable in this case, it is impossible to determine with certainty why the district court thought it entitled Hofmann to summary judgment.

A possible clue to the court’s reasoning lies in its reference to “the claim now in arbitration.” It appears from this language that the court viewed the dispute as a single, indivisible claim. In light of PaineWebber’s admission that at least some of Hofmann’s claims arose from occurrences or events within six years of arbitration, the court apparently concluded that since part of Hofmann’s claim was within the jurisdiction of the arbitrators, the entire claim had to be submitted to arbitration.

This analysis is flawed, however, in its assumption that there was a single, indivisible claim. Both parties have consistently treated the dispute as comprised of a number of distinct claims, and we know of no reason why the claims submitted to arbitration cannot be treated individually. See, e.g., Edward D. Jones & Co. v. Sorrells, 957 F. 2d 509 (7th Cir.1992) (affirming the vacatur of ten of the original twelve claims in arbitration). Therefore, summary judgment cannot be affirmed on our reading of the district court’s decision.

C.

Hofmann, however, interprets the district court’s decision quite differently. According to Hofmann, the district court’s decision was based on its interpretation of the contract; to wit, that the arbitration clause requires the submission of the claims to the arbitrators to decide if they are barred by § 15 of the NASD Code. PaineWebber responds that this argument is foreclosed by our opinion in Hartmann.

In Hartmann, we were reviewing a district court’s interpretation of Rule 603 of the New York Stock Exchange Department of Arbitration, which had been incorporated by reference into the parties’ agreement. 921 F. 2d at 509. The district court interpreted Rule 603 to be a substantive bar on the arbitrability of claims. Id. at 509-10. Based on this interpretation, the district court concluded that the claims at issue were beyond the jurisdiction of the arbitrators and issued a preliminary injunction staying arbitration. Id. On appeal, the question was whether “the district court erred in interpreting Rule 603 as a substantive bar to arbitration instead of a procedural limitation subject to the arbitrator’s jurisdiction.” Id. at 510.

The language of Rule 603 is, in all relevant parts, identical to the language of § 15 of the NASD Code. Both provide:

No dispute, claim, or controversy shall be eligible for submission to arbitration under this Code where six (6) years have elapsed from the occurrence or event giving rise to the act or dispute, claim or controversy. This section shall not extend applicable statutes of limitations, nor shall it apply to any case which is directed to arbitration by a court of competent jurisdiction.

In Hartmann, we analyzed this language and concluded that the district court had not committed clear error in concluding that it was a substantive, contractual bar on what the parties agreed to submit to arbitration. 921 F. 2d at 513-14.

Because the district court’s interpretation of the contract was a question of fact, we reviewed the decision under a clearly erroneous standard. Id. at 510. Accordingly, as Hofmann argues, our decision in Hartmann did not necessarily foreclose all contrary interpretations of Rule 603 (and thus of § 15). Relying on our statement that “[t]he two parties offer two plausible interpretations of Rule 603,” id. at 512, Hofmann contends that the district court’s interpretation here was necessarily “plausible” and must be affirmed. We do not agree.

Unlike Hartmann, the district court’s decision in the present case was made on a motion for summary judgment. Summary judgment may be granted based on the interpretation of a contract only if “ ‘the contract is so clear that it can be read only one way.’ ” Schoch v. First Fidelity Bancorporation, 912 F. 2d 654, 656 (3d Cir.1990) (quoting Tigg Corp. v. Dow Corning Corp., 822 F. 2d 358, 361 (3d Cir.1987)). At a minimum, Hartmann establishes that § 15 may be interpreted as a substantive bar to the submission of a claim to arbitration. Even beyond this, we believe that our reasoning in Hartmann (though not our express holding) establishes that there is only one reasonable interpretation of § 15; namely, that the language of § 15 unequivocally establishes a substantive limitation on the claims that may be submitted to arbitration.

In his argument, Hofmann places a great deal of emphasis on our statement that “[t]he two parties offer two plausible interpretations of Rule 603.... ” Hartmann, 921 F. 2d at 512. In so doing, Hofmann misconstrues the importance of this statement by taking it out of the general context of the opinion. We began the analysis by stating:

In general terms, the Hartmanns’ interpretation of the legal effect of Rule 603 is quite plausible. Indeed, there is abundant precedent holding that time bar clauses in arbitration agreements are essentially procedural in nature and thus should not be interpreted by courts as substantive bars to arbitration.

Id. We went on, however, specifically to distinguish the (substantive) language of Rule 603 from the language of those rules that had been held to be procedural in nature:

[T]he language of Rule 603 stands in stark contrast to that found in the cases cited by the Hartmanns.... In Belke v. Merrill Lynch, Pierce, Fenner & Smith, 693 F. 2d 1023 (11th Cir.1982), for example, .... [the] language is redolent of a statute of limitations.

Id. at 513. Additionally, we concluded that

Rule 603 unambiguously supports PaineWebber’s argument and the district court’s conclusion that the parties intended to bar from arbitration disputes raised more than six years after the events giving rise to them.

Id. (emphasis added).

Throughout the Hartmann opinion, we stressed the importance of “keeping in mind that arbitration should be compelled unless it can be said with ‘positive assurance’ that the agreement to arbitrate does not cover the dispute.” Id. at 512. We concluded, however, that the interpretation now championed by Hofmann was insufficient to trigger the presumption of arbitra-bility because “a compelling case for nonar-bitrability should not be trumped by a flicker of interpretive doubt.” Id. at 513; see also id. at 514 (“Language less distinct than ‘eligible for submission to arbitration’ might well be insufficient to overcome the strong jurisprudential pull towards arbitration.”).

In light of the strong presumption of arbitrability overcome in Hartmann, our statement as to the clear and unambiguous meaning of Rule 603 (which is identical to § 15), and our allusion to a contrary interpretation as a mere “flicker of interpretative doubt,” we hold that § 15 can reasonably be read in only one way — as a substantive limit on the claims that the parties have contracted to submit to arbitration. See Edward D. Jones & Co. v. Sorrells, 957 F. 2d 509, 513 (7th Cir.1992) (“[W]e explicitly held that Section 15, which defines which claims ‘shall be eligible for submission for arbitration’ (emphasis added), is an eligibility requirement and not a statute of limitations and thus cannot be tolled." (citing PaineWebber Inc. v. Farnam, 870 F. 2d 1286, 1292 (7th Cir.1989)).4

D.'

Hofmann argues in the alternative that even if the court is the appropriate body to determine arbitrability, the grant of summary judgment should be affirmed because all of his claims arose from occurrences or events within six years of the arbitration demand. While Hofmann has limited his claims on appeal so that they may all arguably involve occurrences or events within the six year period of § 15, his original Statement of Claim in arbitration was not so limited. For instance, Hof-mann’s Statement of Claim alleges that Faragalli wrongfully induced him to purchase shares of EECO stock. Neither party disputes that each of these purchases may constitute independent claims. Since it is undisputed that most of these purchas-. es occurred more than six years before the arbitration demand, at least some , of Hof-mann’s claims are outside of the six year period provided by § 15 of the NASD Code. PaineWebber is therefore entitled to a declaratory judgment and an injunction barring the arbitration of these claims and any other claims that undisputably arose out of occurrences or events more than six years before the filing of arbitration. See supra typescript at ; see also Hartmann, 921 F. 2d 507 (3d Cir.1990).

E.

In view of the foregoing, Hofmann’s argument that he was entitled to summary judgment must be rejected, and the grant of -summary judgment vacated. Rather, it is PaineWebber that is entitled to relief. However, because the arbitrability of a number of Hofmann’s claims cannot be determined on the present record, summary judgment in favor of PaineWebber is not appropriate at this time. We will therefore vacate the judgment and remand to the district court for additional inquiry on those claims about which there is continuing dispute.

m.

A.

As discussed above, some of Hofmann’s claims clearly fall outside of the six year period provided by § 15 and will therefore be barred from arbitration. Other claims, such as purchases that occurred within the six year period, are clearly arbitrable. There are, however, a number of claims that fall in between and may present analytical difficulties. In particular, Hofmann has identified five types of “occurrences or events” and the causes of action he claims arise out of them: (1) Faragalli’s advice to “hold” all EECO stock — each time this advice was given being an actionable occurrence; (2) PaineWebber’s active concealment of Faragalli’s wrongdoing and of the undue speculative nature of Hofmann’s portfolio — the concealment being an independent, actionable wrong; (3) Hofmann’s discovery of PaineWebber’s and Faragalli’s wrongdoing — the date of discovery being the first date on which Hofmann could prevent further injury; (4) the continuation of an integrated pattern of wrongdoing— the fraudulent inducement to buy and hold the EECO stock over the period from 1982 through 1991 constituting a single, ongoing wrong; and (5) the continuation of a wrongful brokerage relationship — the entire brokerage relationship being so tainted with fraud and mismanagement that the relationship itself constitutes a single, actionable wrong.

B.

PaineWebber has suggested that the district court does not need to resolve the disputes with regard to these particular occurrences or events and the causes of action that are alleged to arise from them. Rather than requesting an order cataloging which claims are and which are not arbitra-ble, PaineWebber seeks a declaratory judgment and an injunction declaring generally that any claim arising from an occurrence or event more than six years before the filing of arbitration is outside of the arbitrators’ jurisdiction and therefore cannot be submitted to arbitration. PaineWebber argues that it is entitled to such an order under Hartmann and suggests we simply remand and order the district court to enter summary judgment in its favor. Hofmann, however, opposes our ordering the entry of summary judgment in favor of Paine-Webber because he has never had an opportunity to reply to PaineWebber’s motion for summary judgment.

We decline to enter the generalized order sought by PaineWebber. An order telling the NASD arbitrators that they may not arbitrate any claims that arose from occurrences or events more than six years before the filing of arbitration merely tells them what they already know — that they are bound by § 15 of their own Code of Arbitration Procedure. As PaineWebber admitted at oral argument, such an order would not resolve the arbitrability of any particular claim. Thus, if PaineWebber disagrees with the arbitrators’ determination as to the arbitrability of a particular claim (i.e., whether a particular claim arose from an occurrence or event within the six year period provided by § 15), it will have to return to court to litigate which claims are arbitrable, the issue presently before us. Arbitration’s goal of resolving disputes in a timely and cost efficient manner, as well as judicial economy, counsel against determining arbitrability in the piecemeal fashion suggested by PaineWebber. Accordingly, we hold that on remand Hofmann should list each specific claim or theory of recovery it plans to assert in arbitration. The district court should then conduct a hearing, with the introduction of extrinsic evidence, if necessary, to determine which of these specific claims are and which are not arbitrable. C.