Beck Auto Sales, Inc. v. Asbury Jax Ford, LLC, and Lisa Marasco
249 So. 3d 765
| Fla. Dist. Ct. App. | 2018Background
- Asbury Jax Ford (Coggin) sued former employee Lisa Marasco and Beck Auto Sales after Beck won a municipal vehicle contract Coggin formerly held; Coggin alleged Marasco and Beck conspired to steal the business.
- Coggin pleaded seven counts: breach of fiduciary duty (Marasco), aiding and abetting, conversion, civil conspiracy, tortious interference, unfair competition, and FDUTPA violations (many counts alleged joint misconduct by Marasco and Beck).
- Marasco moved to compel arbitration under a written employment arbitration agreement; the agreement covered disputes “between the parties” and disputes involving any person whose liability “derives from a Dispute” covered by the agreement.
- Marasco argued, and Beck adopted, that equitable estoppel permits a non-signatory (Beck) to compel arbitration because the claims alleged substantially interdependent and concerted misconduct.
- The trial court compelled arbitration as to Marasco but denied Beck’s motion to compel; on appeal the First DCA reviewed de novo whether equitable estoppel and the arbitration clause’s scope required arbitration of claims against Beck.
Issues
| Issue | Plaintiff's Argument (Coggin) | Defendant's Argument (Beck/Marasco) | Held |
|---|---|---|---|
| Whether a non-signatory (Beck) can compel arbitration via equitable estoppel | Claims against Beck are based on its own misconduct and not subject to the employee arbitration clause | Equitable estoppel applies because Coggin’s claims allege substantially interdependent and concerted misconduct between Marasco and Beck | Denied for Beck; non-signatory cannot compel arbitration here |
| Whether the arbitration clause’s phrase “liability or right of recovery derives from a Dispute” reaches Beck | The phrase requires derivative liability (liability flowing from another wrongdoer); Beck’s liability is direct, not derivative | The clause covers any liability that "derives from" the dispute between Coggin and Marasco; Coggin’s complaint frames Beck’s liability as deriving from that dispute | The court interprets “derives from” narrowly as derivative liability; Beck’s alleged independent misconduct is outside clause scope |
| Whether equitable estoppel can expand arbitration scope beyond what the parties agreed | Parties did not agree to arbitrate disputes with non-signatories who committed independent torts | Equitable estoppel can bind non-signatories when claims are inextricably intertwined with a signatory’s claims | Even if estoppel could make Beck a de facto party, it cannot expand the arbitration clause’s contractual scope; arbitration denied as to Beck |
| Whether the practical result of splitting arbitrable and non-arbitrable claims is permissible | Coggin contends it is improper to force parallel forums | Beck contends arbitration should resolve jointly alleged concerted misconduct | Court acknowledges possible inefficiency but enforces the parties’ contractual limits; separate forums may result but are compelled by precedent |
Key Cases Cited
- Perdido Key Island Resort Dev., LLP v. Regions Bank, 102 So. 3d 1 (Fla. 1st DCA 2012) (discusses equitable estoppel and limits on forcing arbitration beyond parties’ agreement)
- Koechli v. BIP Int’l, Inc., 870 So. 2d 940 (Fla. 1st DCA 2004) (recognizes two circumstances where non-signatories can compel arbitration and examines "between the parties" language)
- Bailey v. ERG Enters., LP, 705 F.3d 1311 (11th Cir. 2013) (applying equitable estoppel principles allowing non-signatory to compel arbitration in certain circumstances)
- Kroma Makeup EU, LLC v. Boldface Licensing + Branding, Inc., 845 F.3d 1351 (11th Cir. 2017) (holds non-signatory may compel arbitration only if dispute falls within arbitration clause scope)
- Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1 (U.S. 1983) (federal policy favoring arbitration)
- Seifert v. U.S. Home Corp., 750 So. 2d 633 (Fla. 1999) (no party may be forced to arbitrate disputes it did not intend to)
- KPMG LLP v. Cocchi, 565 U.S. 18 (U.S. 2011) (recognizes possible inefficiency of split tribunals when arbitrable and non-arbitrable claims coexist)