124 So. 3d 968
Fla. Dist. Ct. App.2013Background
- CarePlus appealed a trial court order denying its motion to compel arbitration of Interameriean's breach and accounting claims.
- The 2004 Agreement between Interameriean and CarePlus lacked an arbitration clause, but required actions to be brought exclusively in Miami-Dade County and prohibited amendments unless in writing referencing the Agreement.
- In 2010, Interameriean entered into an arbitration-capable agreement with Humana; CarePlus was not a signatory but allegedly an affiliate of Humana.
- The 2010 Agreement contains a broad arbitration clause under the FAA, including disputes about scope or applicability to be arbitrated.
- CarePlus terminated the 2004 Agreement around August 2011; Interameriean sued on March 13, 2013 seeking damages for breach of the 2004 Agreement and an accounting.
- The trial court denied CarePlus's motion to compel arbitration; the issue on appeal is whether the 2010 arbitration clause compels arbitration of the 2004 Agreement disputes.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the 2010 arbitration clause compel arbitration of the 2004 Agreement dispute? | Interamerican argues no, because 2010 signatories differ and 2004 contains no arbitration provision. | CarePlus contends affiliate status and broad scope render 2004 claims arbitrable under 2010 clause. | No; 2004 claims lack nexus to 2010 Agreement; not compelled. |
| Are CarePlus and Interamerican bound to the 2010 Agreement as parties? | Interamerican asserts CarePlus is not a party; no enforceable link. | CarePlus argues affiliate status makes it a party to 2010 Agreement. | Insufficient nexus; CarePlus not a signatory party to 2010 Agreement for arbitration of 2004 claims. |
| Does the 2004 Agreement's no-arbitration and written amendment clause preclude arbitration? | Interamerican contends the 2004 terms require written amendment; no arbitration clause added. | CarePlus argues 2010 clause governs due to business relationship wording. | Yes; 2004's express amendment and exclusive venue clauses prevent arbitration of 2004 claims. |
| Is there a sufficient nexus between the 2010 Agreement and the 2004 claims to arbitration? | Interamerican asserts no contractual nexus linking 2004 claims to 2010 contract. | CarePlus claims broad scope of 2010 arbitration could reach 2004 disputes. | No significant relationship; lack of contract-based nexus defeats arbitrability. |
Key Cases Cited
- Seifert v. U.S. Home Corp., 750 So.2d 633 (Fla.1999) (arbitrability requires nexus between dispute and contract containing arbitration clause)
- Jackson v. Shakespeare Found., Inc., 108 So.3d 587 (Fla.2013) (significant relationship/nexus required between claim and contract)
- Mercedes Homes, Inc. v. Rosario, 920 So.2d 1254 (Fla.2d DCA 2006) (arb. issue decided by arbitrator where scope depends on contract construction)
- Turner Const. Co. v. Advanced Roofing, Inc., 904 So.2d 466 (Fla.3d DCA 2005) (motions to compel arbitration employ a Seifert-type framework)