Elwyn v. DeLuca
48 A.3d 457
| Pa. Super. Ct. | 2012Background
- Appellee Elwyn is a nonprofit human services organization managed by a board; Appellant DeLuca is a board member and also CEO of JJDC, which is a construction company.
- On July 27, 2009, Elwyn and JJDC executed a contract for construction of a residential building, the Contract comprising AIA forms and general conditions.
- Elwyn filed a complaint on February 11, 2011 alleging breach of fiduciary duty by DeLuca and, separately, indemnity; Elwyn also sued JJDC for contract breach, unjust enrichment, misrepresentation, and indemnification.
- Appellant argued the Contract contains a mandatory arbitration clause covering all disputes and that he, though not a signatory, could enforce it due to intertwined claims.
- The trial court overruled preliminary objections and allowed the case to proceed; DeLuca appeals, challenging the arbitrability of Elwyn’s fiduciary-duty claim.
- The Superior Court ultimately held there was no arbitration agreement between the parties, and thus the fiduciary-duty claim was not bound by the Contract’s arbitration clause.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the fiduciary duty claim is bound by the contract’s arbitration clause | DeLuca argues Dodds applies; nonparties may enforce if nexus exists | No arbitration exists as DeLuca is not part of the contract | No arbitration; no valid agreement between the parties; fiduciary claim not bound |
Key Cases Cited
- Dodds v. Pulte Home Corp., 909 A.2d 348 (Pa. Super. 2006) (non-signatories may fall within arbitration if intent and close nexus with contract)
- Smay v. E.R. Stuebner, Inc., 864 A.2d 1266 (Pa. Super. 2004) (scope of arbitration determined by contract; nonparty can be bound if appropriate)
- Cumberland-Perry Area Vocational-Technical School v. Bogar & Bink, 261 Pa. Super. 350, 396 A.2d 433 (Pa. Super. 1978) (arbitration agreements strictly construed; generally limited to parties to contract)