Allscripts Healthcare Solutions, Inc. v. Pain Clinic of Northwest Florida, Inc.
158 So. 3d 644
| Fla. Dist. Ct. App. | 2014Background
- Allscripts appeals a denial of its motion to compel arbitration in a class action brought by doctors and providers against Allscripts.
- Doctors bought software licenses from a Subsidiary under master agreements that contained an arbitration clause; Allscripts was not a signatory to those master agreements.
- The alleged misconduct includes marketing defective software, ceasing support, and pressuring doctors to accept a different, less effective upgrade—actions allegedly outside the master agreements.
- The trial court denied arbitration; Allscripts appeals arguing equitable estoppel permits arbitration against the non-signatory.
- The court analyzes whether the doctors’ claims rely on the contract or require construction of the contract, and whether Allscripts can be bound as alter ego via the Subsidiary; it holds arbitration is not compelled.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether equitable estoppel permits arbitration here | Allscripts argues estoppel due to reliance on contract terms. | Allscripts contends non-signatory should not evade arbitration via estoppel. | Not warranted; estoppel does not apply to compel arbitration. |
| Do the claims require reference to or construction of the master agreements | Claims arise from the contract framework; should compel arbitration. | Claims stem from actions outside the master agreements. | Claims do not require contract reference; arbitration not required. |
| Can Allscripts rely on alter-ego theory to invoke arbitration | Veil-piercing could bind Allscripts through the Subsidiary's arbitration. | Alter-ego theories rely on arbitration within contract context; not applicable here. | Alter-ego theory does not compel arbitration; claims fall outside the master agreements. |
Key Cases Cited
- Rolls-Royce PLC v. Royal Caribbean Cruises, Ltd., 960 So. 2d 768 (Fla. 3d DCA 2007) (requires reference to contract for estoppel to apply; not here)
- Giller v. Cafeteria of S. Beach Ltd., LLP, 967 So. 2d 240 (Fla. 3d DCA 2007) (nexus between claim and contract; arbitrate if indisputable)
- Morales v. Perez, 952 So. 2d 605 (Fla. 3d DCA 2007) (avoid arbitration while enforcing contract provisions)
- BDO Seidman, LLP v. Bee, 970 So. 2d 869 (Fla. 4th DCA 2007) (cannot rely on contract to establish claims while avoiding arbitration)
- Bailey v. ERG Enterprises, LP, 705 F.3d 1311 (11th Cir. 2013) (equitable estoppel requires dependence on contract to assert claims)
- E.I. du Pont de Nemours & Co. v. Rhone Poulenc Fiber & Resin Intermediates, S.A.S., 269 F.3d 187 (3d Cir. 2001) (non-signatory pierces veil only in context of estoppel to arbitrate)