301 P.3d 588
Haw.2013Background
- County of Hawaiʻi awarded UniDev a contract in 2005 to develop an affordable housing project in Waikoloa Village.
- A 2006 Development Services Agreement (DSA) required transfer of title to a to-be-formed Hawaii non-profit and assignment of rights to that entity.
- HIHT and Waikoloa Workforce Housing, LLC (WWH) took over development via a Development Agreement and an Assignment and Assumption Agreement.
- UniDev and WWH entered an Amended and Restated Development Services Agreement (ADSA) on February 21, 2008, preserving the ADR provisions.
- In April 2009 WWH halted work and the Property was returned to Respondent, leading to consolidated state court proceedings and counterclaims/arbitration disputes.
- The December 2010 order compelled arbitration under the DSA/ADSA; ICA held ADSA bound Respondent only if Respondent signed/ratified it; the Hawaiʻi Supreme Court granted certiorari to review arbitration scope and appealability.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether HRS § 658A-28 is exclusive or non-exclusive for appealability. | Respondent. | Petitioners. | HRS § 658A-28 is non-exclusive; collateral order doctrine remains available. |
| Whether Respondent is bound by the ADSA arbitration clause. | Respondent ratified the ADSA through its conduct and execution. | Respondent was not a signatory and did not ratify. | Respondent not bound by ADSA; ADSA arbitration inapplicable to Respondent. |
| Scope of the arbitration clause in the DSA—broad vs narrow application. | Arbitration clause covers disputes arising under the terms of the DSA; broad scope. | Clauses are narrow, limited to construction/interpretation of the DSA. | Arbitration clause is broad; covers Respondent’s and petitioners’ claims/counterclaims. |
| Whether the ICA properly determined arbitral scope and jurisdiction under RUAA/UAA framework. | ICA correctly applied collateral order doctrine and RA framework. | RUAA/UAA exclusivity should bar certain interlocutory appeals. | ICA erred in narrowing scope; decision affirmed in part and remanded for proceeding consistent with opinion. |
Key Cases Cited
- Swinerton & Walberg Co. v. Association of Owners of Kukui Plaza, 68 Haw. 98 (Haw. 1985) (collateral order doctrine allows appellate review of arbitrability issues)
- Unidev, LLC v. County of Hawaiʻi (Unidev II), 128 Haw. 396, 289 P.3d 1032 (Haw. 2012) (ICA/This Court on scope of DSA/ADSA; agency/ratification considerations clarified)
- Hamada v. Westcott, 102 Hawaiʻi 210, 74 P.3d 33 (Haw. 2003) (arbitration scope and “arising under” language limits on attorney’s fees; breadth context)
- Heftel v. Hawaiian Tel., Co., 81 Hawaiʻi 1, 911 P.2d 722 (Haw. 1996) (arbitration clause breadth and scope; contract language governs arbitrability)
- Mediterranean Enterprises, Inc. v. Ssangyong Corp., 708 F.2d 1458 (9th Cir. 1983) (arbitration clause scope—broad ambiguity favored arbitration)
- Tracer Research Corp. v. National Environmental Services Co., 42 F.3d 1292 (2d Cir. 1994) (scope of arbitration under broad ‘arising under’ language)
- PRM Energy Sys., Inc. v. Primenergy, L.L.C., 592 F.3d 830 (8th Cir. 2010) (broad arbitration clause; disputes arising under the agreement include tort claims")
- Sweet Dreams Unlimited, Inc. v. Dial-A-Mattress Int’l, Ltd., 1 F.3d 639 (7th Cir. 1993) (arbitration clause with ‘arising out of the agreement’ interpreted broadly)