Gaffin v. Schumacher Homes of Cincinnati, Inc.
2013 Ohio 992
Ohio Ct. App.2013Background
- Gaffin d.b.a. Ohio Valley Drywall contracted with Schumacher Homes under a 2006 Trade Partner Agreement containing a broad arbitration clause.
- Scopes of Work for drywall, painting, and later cabinet installation/trim were issued and referenced in the contract, defining work but not always physically attached.
- In 2012, Ohio Valley Drywall sued for unpaid work, breach of contract, and unjust enrichment for work between 2009 and 2011.
- Schumacher Homes moved to compel arbitration or stay; trial court concluded the arbitration clause applied only to the Agreement, not the attached Scopes of Work.
- The court of appeals held the arbitration clause is broad and that Scopes of Work are incorporated into the Agreement, so the claims fall within arbitration; case remanded to stay proceedings and compel arbitration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the arbitration clause cover Scopes of Work linked to the Agreement? | Gaffin argues Scopes were not attached and thus not covered. | Schumacher argues Scopes are incorporated and subject to arbitration. | Yes; Clarity of incorporation makes Scopes subject to arbitration. |
| Are the Scopes of Work incorporated into the Agreement even if not physically attached? | Not part of the Agreement since not attached. | Scopes relate to the Agreement and were intended to be incorporated. | Yes; the Scopes are incorporated by reference and within the same transaction. |
| Should the court stay proceedings and compel arbitration based on the arbitration clause? | Arbitration not applicable to Scopes. | Arbitration should be compelled due to broad clause. | Trial court reversed; remanded to stay proceedings and compel arbitration. |
Key Cases Cited
- Williams v. Aetna Fin. Co., 83 Ohio St.3d 464 (Ohio 1998) (arbitration favored; public policy in favor of arbitral resolution)
- ABM Farms, Inc. v. Woods, 81 Ohio St.3d 498 (Ohio 1998) (strong presumption in favor of arbitrability; doubts resolved for arbitrability)
- Union Township, Clermont County v. Union Township Professional Firefighters' Local 3412, 142 Ohio App.3d 542 (12th Dist.2001) (arbitration clause should not be denied unless claim not within scope)
- Composite Concepts Co., Inc. v. Berkenhoff, 2010-Ohio-2713 (12th Dist.) (broad arbitration clause; only strong evidence excludes the dispute)
- Foster Wheeler Enviresponse, Inc. v. Franklin County Convention Facilities Authority, 78 Ohio St.3d 353 (1997) (read writings together; interpret as a whole)