481 S.W.3d 542
Mo. Ct. App.2015Background
- Buyers (Global Blue entities) and Sellers (Arizon and related individuals) negotiated sale of customized air structures; parties signed an NDAFS on April 16, 2013 and later signed Quotations (sales contracts) on April 29, 2013.
- NDAFS contained a broad, mandatory arbitration clause: "any dispute ... shall be fully and finally resolved by binding Arbitration" under AAA rules.
- Quotations contained detailed terms of sale and a forum-selection clause (Paragraph 14) stating disputes "shall be settled exclusively in St. Louis County Missouri Circuit Court, or at Seller’s option, by arbitration" (emphasis added); Quotations also incorporated the NDAFS elsewhere.
- Sellers sued Buyers (and two individual signatories) in St. Louis County Circuit Court for breach of the sales contract; Buyers filed an AAA demand for arbitration (not naming the individuals).
- Trial court granted Sellers’ motion to stay arbitration and denied Buyers’ motion to compel; appellate court reviews de novo legal questions but defers to trial fact findings where applicable.
Issues
| Issue | Plaintiff's Argument (Buyers) | Defendant's Argument (Sellers) | Held |
|---|---|---|---|
| 1) Whether a valid, enforceable arbitration agreement covers the dispute | NDAFS arbitration clause is broad, mandatory, and part of the parties’ contract; NDAFS and Quotations should be read together so arbitration governs | Quotations ¶14 (later) conflicts with NDAFS and supersedes it because it requires exclusive court resolution (except Seller’s optional arbitration) | Held: Quotations ¶14—executed later and mandatory—conflicts with and supersedes the NDAFS arbitration clause; arbitration not compelled |
| 2) Whether the later Quotations can be harmonized with the earlier NDAFS or must be read to rescind arbitration | The documents can be harmonized; any ambiguity should be construed against the drafter (Sellers) and arbitration should remain | The Quotations’ exclusive-court language is all‑inclusive and mandatory; it displaces the earlier arbitration clause | Held: Court rejects harmonization; later, inconsistent forum clause controls and displaces prior arbitration agreement |
| 3) Whether arbitrability (coverage) is for the arbitrator to decide | Buyers: arbitrability is for the arbitrator under the broad clause in NDAFS | Sellers/Trial Court: arbitrability is a question of law for the courts where contracts conflict | Held: Court does not reach Buyers’ argument; notes that arbitrability is a judicial question when contract interpretation is required and resolves it against arbitration |
Key Cases Cited
- Dunn Indus. Group, Inc. v. City of Sugar Creek, 112 S.W.3d 421 (Mo. banc 2003) (change order did not modify a broad arbitration clause when provisions could be read consistently)
- Applied Energetics, Inc. v. NewOak Capital Markets, LLC, 645 F.3d 522 (2d Cir. 2011) (a later placement agreement adjudication clause superseded an earlier engagement agreement arbitration clause where both were mandatory and all‑inclusive)
- Johnson v. J.F. Enters., LLC, 400 S.W.3d 763 (Mo. banc 2013) (contemporaneously signed documents should be read together; arbitration clauses enforceable where harmonization is possible)
- Berry v. Crouse, 376 S.W.2d 107 (Mo. 1964) (a later-executed contract supersedes an earlier one to the extent of inconsistency)
- Greenwood v. Sherfield, 895 S.W.2d 169 (Mo. Ct. App. 1995) (issue of arbitrability is for courts to decide when contract interpretation is necessary)