99 So. 3d 1193
Ala.2012Background
- 1995 agency agreement allowed Blackmon to solicit, bind, and administer Auto Owners’ Alabama insurance; arbitration clause required AAA rules and three arbitrators
- 2005 “Letter of Instructions” allegedly standalone or incorporated; dispute over whether it is incorporated into the 1995 agreement
- 2007 commission schedule and 2009 arbitration-venue provisions; 2009 agreement arbitration language substantially similar to 1995
- Blackmon filed December 22, 2010 in Baldwin Circuit Court seeking declaratory judgment on arbitrability because Auto Owners had begun Michigan arbitration
- Auto Owners moved January 21, 2011 to dismiss or compel arbitration; circuit court denied February 17, 2011; case appealed
- Court held the 1995 agreement, incorporating AAA Rules, compels arbitration and the arbitrator should decide scope and incorporation of the 2005 document; remanded with instruction to compel arbitration and stay or dismiss
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Arbitration scope under 1995 agreement | Blackmon argues 2005 document not incorporated, so arbitration may not cover dispute | Auto Owners argues 1995 agreement and AAA Rules authorize arbitration of disputes arising under the contract, including incorporation questions | Arbitration scope arguable; arbitrator to resolve incorporation and scope |
| Whether 2005 document is encompassed by the 1995 agreement | Blackmon contends 2005 document is standalone with no arbitration clause | Auto Owners contends 2005 document is incorporated as part of the conduct-regulations under the 1995 agreement | Arbitrator to decide incorporation under AAA Rules; not for court to resolve now |
| Venue and arbitral forum as to Michigan arbitration | Blackmon argues Michigan venue improper for arbitration | Arbitration venue and scope governed by AAA Rules; venue objections belong to arbitrator | Venue objections are arbitrable; arbitrator decides under AAA Rule R-10; stay/dismiss on remand |
| Effect of multiple contracts on arbitrability | Disputes arising from 2005/2009 documents not within 1995 arbitration scope | Arbitrability should be determined by arbitrator under incorporated AAA Rules; broad look to relationships | Arbitrator to determine whether disputes arise under the 1995 agreement incorporating AAA Rules; remand for arbitration |
Key Cases Cited
- Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1 (1983) (liberal policy favoring arbitration; doubts resolved in favor of arbitration)
- Ex parte Colquitt, 808 So.2d 1018 (Ala.2001) (positive assurance standard; arbitral scope must be resolvable under contract language)
- CitiFinancial Corp. v. Peoples, 973 So.2d 332 (Ala.2007) (incorporation of AAA rules satisfies arbitrability question by court)
- Thompson Tractor Co. v. Fair Contracting Co., 757 So.2d 396 (Ala.2000) (look to relationship described by arbitration clause for arbitrability scope)
- Howsam v. Dean Witter Reynolds, Inc., 537 U.S. 79 (U.S. 2002) (who decides arbitrability depends on contract unless clear and unmistakable provision to arbitrate that question)