Field Intelligence Inc v. Xylem Dewatering Solutions Inc, 49f4th351

Xylem (pump manufacturer) and Field Intelligence contracted in 2013 via an NDA that contained an AAA arbitration clause for disputes "arising out of or in connection with this Agreement."
In 2017 they executed a Software Subscription Service Agreement (no arbitration clause), containing a merger clause and a New Jersey forum-selection provision for litigation.
Field Intelligence sued in D.N.J. alleging breach of the 2017 subscription agreement (claiming Xylem reverse‑engineered hardware); the complaint did not allege breach of the 2013 NDA.
During discovery Field Intelligence disclosed it would rely on the 2013 NDA; Xylem then filed an AAA arbitration demand and moved to stay the federal case.
The District Court held it should decide supersession and ruled the 2017 agreement superseded the 2013 NDA, enjoining arbitration.
The Third Circuit agreed the court (not an arbitrator) must decide supersession but reversed the District Court on the merits: the 2017 agreement did not supersede the 2013 NDA; arbitration remains available and the case was remanded.

Issue	Plaintiff's Argument (Field Intelligence)	Defendant's Argument (Xylem)	Held
Who decides whether the 2017 contract superseded the 2013 NDA?	Court should decide supersession and enjoin arbitration.	Arbitrator should decide under the 2013 delegation clause ("termination or invalidity") and incorporated AAA rules.	Court decides: supersession implicates existence of the arbitration agreement, so judge resolves it before compelling arbitration.
Did the 2017 Software Agreement supersede the 2013 NDA?	The 2017 merger clause supersedes prior agreements on the same subject matter, eliminating the 2013 arbitration obligation.	The contracts cover different subject matter (development/NDA vs post‑development software subscriptions); merger clause limited to same subject matter and no express amendment of the 2013 NDA.	No supersession: agreements address different subjects and are reconcilable; 2013 NDA (and its arbitration clause) survives for its scope.
Did Xylem waive the right to arbitrate by litigating?	Xylem litigated in federal court and thus waived arbitration.	Xylem did not waive: Field framed the suit under 2017 agreement; 2013 reliance was disclosed only in discovery and Xylem promptly sought arbitration.	No waiver: no prejudice to Field; arbitration rights preserved for claims tied to the 2013 NDA.

Lamps Plus, Inc. v. Varela, 139 S. Ct. 1407 (arbitration rests on parties' consent).
First Options of Chi., Inc. v. Kaplan, 514 U.S. 938 (courts decide arbitrability absent clear delegation).
Henry Schein, Inc. v. Archer & White Sales, Inc., 139 S. Ct. 524 (court determines existence of arbitration agreement; delegations may be enforced when clear).
MZM Constr. Co. v. N.J. Bldg. Laborers Statewide Benefit Funds, 974 F.3d 386 (3d Cir.) (court decides disputes about formation/existence/supersession of arbitration agreements).
Sandvik AB v. Advent Int’l Corp., 220 F.3d 99 (3d Cir.) (severability presumes an underlying agreement exists).
Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395 (severability doctrine for arbitration clauses).
Rosenberg v. D. Kaltman & Co., 101 A.2d 94 (N.J. Super. Ct. Ch. Div.) (supersession requires same subject matter and inconsistency).
Rent‑A‑Ctr., W., Inc. v. Jackson, 561 U.S. 63 (FAA enforces arbitration agreements as contractual rights).