Heller v. Blue Aerospace, LLC
112 So. 3d 635
Fla. Dist. Ct. App.2013Background
- Heller is the sole member and only employee of Zell Global, LLC, a non-party.
- Zell contracted with Team Blue to render financial consulting services for the potential sale of Team Blue’s assets or equity.
- Team Blue ultimately sold most assets but refused to pay Zell fees under the contract.
- The contract contained a narrow arbitration provision to submit all disputes arising under the agreement to binding arbitration.
- Zell initiated arbitration against Team Blue; Team Blue counterclaimed against Zell in arbitration for fraud in the inducement, negligent misrepresentation, unjust enrichment, and declaratory relief.
- Team Blue then filed a circuit court action against Heller individually alleging fraud in inducement; Heller moved to compel arbitration based on Zell–Team Blue arbitration clause, which the trial court denied.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Team Blue is equitably estopped from denying arbitration for the fraud claim against Heller. | Team Blue argues the arbitration clause is narrow and does not cover the fraud claim, so court litigation is appropriate. | Heller contends equitable estoppel bars Team Blue from pursuing the fraud claim in court and requires arbitration. | Yes; Team Blue is equitably estopped from denying arbitration. |
Key Cases Cited
- Jackson v. Shakespeare Found., Inc., 108 So.3d 587 (Fla.2013) (narrow arbitration clause typically covers claims arising out of the contract)
- Seifert v. U.S. Home Corp., 750 So.2d 683 (Fla.1999) (three elements for arbitration of a given dispute)
- Shetty v. Palm Beach Radiation Oncology Assocs.-Sunderam K. Shetty, M.D., P.A., 915 So.2d 1233 (Fla.4th DCA 2005) (non-signatories may compel arbitration on equitable estoppel)
- Armas v. Prudential Sec., Inc., 842 So.2d 210 (Fla.3d DCA 2003) (non-signatories may compel arbitration on equitable estoppel)
- Koechli v. BIP Int'l, Inc., 870 So.2d 940 (Fla.1st DCA 2004) (arbitration with non-signatories on agency principles)
- Tenet Healthcare Corp. v. Maharaj, 787 So.2d 241 (Fla.4th DCA 2001) (non-signatories may compel arbitration based on agency principles)