Glasswall, LLC v. Monadnock Construction, Inc.
187 So. 3d 248
| Fla. Dist. Ct. App. | 2016Background
- Glasswall, LLC (manufacturer) and Monadnock Construction, Inc. (general contractor) entered AIA-modified construction contracts for a New York high-rise project; contracts required mediation then binding arbitration administered by the AAA under its Construction Industry Rules.
- Monadnock initiated AAA arbitration in New York over alleged delays and breaches by Glasswall; Glasswall filed suits in Miami-Dade Circuit Court challenging the arbitration and asserting related claims.
- Competing motions: Glasswall sought a temporary injunction to stay the New York arbitration; Monadnock moved to stay the Florida litigation pending the New York arbitration.
- The trial court found the contracts’ incorporation of the AAA Construction Industry Arbitration Rules showed a “clear and unmistakable” intent to delegate arbitrability to the arbitrator, denied Glasswall’s injunction, and granted Monadnock’s stay of the Florida cases.
- Glasswall appealed both non-final orders; the appellate court consolidated the appeals and affirmed the trial court.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the parties clearly and unmistakably delegated arbitrability to an arbitrator | Glasswall: arbitrability is for the court; incorporation of AAA rules does not clearly delegate arbitrability (relies on contrary authority such as Ajamian) | Monadnock: incorporation of AAA Construction Industry Rules (which give arbitrator power to decide jurisdiction/arbitrability) is clear and unmistakable delegation | Held: Incorporation of the AAA Construction Industry Rules constitutes clear and unmistakable evidence that parties delegated arbitrability to the arbitrator |
| Whether the trial court properly denied injunction and stayed the Florida litigation pending arbitration | Glasswall: injunction necessary to prevent improper arbitration; court should resolve arbitrability first | Monadnock: court should stay litigation and allow arbitrator to decide arbitrability per agreement | Held: Trial court properly denied Glasswall’s temporary injunction and properly stayed the Florida proceedings pending the New York arbitration |
Key Cases Cited
- Rintin Corp. v. Domar, 766 So. 2d 407 (Fla. 3d DCA 2000) (incorporation of arbitration statute/rules constitutes clear and unmistakable intent to delegate arbitrability)
- Oracle Am., Inc. v. Myriad Group A.G., 724 F.3d 1069 (9th Cir. 2013) (incorporation of AAA rules evidences delegation of arbitrability)
- Petrofac, Inc. v. DynMcDermott Petroleum Operations Co., 687 F.3d 671 (5th Cir. 2012) (same)
- Terminix Int’l Co. v. Palmer Ranch Ltd. P’ship, 432 F.3d 1327 (11th Cir. 2005) (incorporation of AAA rules shows arbitrator decides arbitrability)
- Ajamian v. CantorCO2e, L.P., 137 Cal. Rptr. 3d 773 (Cal. Ct. App. 2012) (contrary employment-law decision relied on by Glasswall but distinguished by the court here as non-analogous)