Beck v. Park West Galleries, Inc, 499 Mich. 40

Plaintiffs purchased multiple, unique works of art from Park West on different cruise ships and dates; each purchase was accompanied by a signed invoice.
Invoices issued by Park West beginning in 2007 included a broad arbitration clause; earlier invoices (notably 2003 and 2004 for the Oppenheims) did not.
Plaintiffs later sued (2011) alleging fraud, breach of contract/warranty, and various statutory and common-law claims, asserting the art/valuations were misrepresented.
Trial court enforced arbitration for claims tied to invoices that contained the arbitration clause, dismissed some plaintiffs’ claims, and later dismissed remaining Oppenheim claims as time-barred.
The Court of Appeals held the later arbitration clause extended retroactively to cover earlier transactions without arbitration clauses; plaintiffs appealed to the Michigan Supreme Court.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether an arbitration clause in later invoices binds earlier, separate contracts that lack such a clause	The later arbitration clause cannot be applied retroactively; each invoice is a separate contract and claims tied to invoices without arbitration are not subject to arbitration	The broad language in later invoices ("Any disputes or claims of any kind") covers disputes arising from earlier transactions between the parties	Held for plaintiffs: separate invoices are separate contracts; later arbitration clauses do not retroactively bind earlier contracts that contain no arbitration provision

Kaleva-Norman-Dickson Sch Dist No 6 v Kaleva-Norman-Dickson Sch Teachers’ Ass’n, 393 Mich 583 (1975) (arbitration is a matter of contract; courts construe arbitration clauses with an eye to coverage but context matters)
Miller-Davis Co v Ahrens Constr, Inc, 495 Mich 161 (2014) (contract interpretation requires giving effect to parties’ intent and plain language)
Frankenmuth Mut Ins Co v Masters, 460 Mich 105 (1999) (clear and unambiguous contract language must be enforced as written)
United Steelworkers of America v Warrior & Gulf Navigation Co, 363 U.S. 574 (1960) (strong federal policy favoring arbitration where parties’ agreement covers dispute)
Fane v Detroit Library Comm, 465 Mich 68 (2001) (standard of review for summary disposition under MCR 2.116(C)(7))
Levin v Alms & Assoc, Inc, 634 F.3d 260 (4th Cir. 2011) (federal cases applying later contract terms to earlier dealings where parties had continuous, ongoing relationship)
Watson Wyatt & Co v SBC Holdings, Inc, 513 F.3d 646 (6th Cir. 2008) (similar federal authority on application of later contract terms to prior dealings)
Hyatt v Grover & Baker Sewing-Machine Co, 41 Mich 225 (1879) (contracts are generally prospective and not retroactive absent express intent)