Jatsek Constr., Co., Inc. v. Burton Scot Contrs., L.L.C., 2012 Ohio 3966

Jatsek sued Burton Scot for unpaid work on the Greenway bike trail project in Warren.
Burton Scot was the general contractor and proposed a subcontract; Jatsek submitted a bid.
Burton Scot later proposed a modified subcontract; no contract was executed with Burton Scot’s written sign-off.
Jatsek performed work on the Greenway project and alleged it would be paid per original bid.
Burton Scot moved to stay proceedings pending arbitration, asserting the subcontract required arbitration under Paragraph 31.
Trial court found no contract existed for the Greenway project; motion to stay denied; court reversed and remanded on appeal.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether an arbitration agreement applies to the Greenway project	Jatsek argues no contract existed to arbitrate; if contract existed, arbitration should apply.	Burton Scot contends a binding arbitration clause governs disputes related to the Agreement.	Contract existed or was implied; arbitration applicable.
Standard of review for denial of motion to stay arbitration	Review should be de novo because contract existence is at issue.	Review should be de novo or abuse of discretion depending on question; here de novo.	De novo review applied to contract existence.
Whether an implied contract formed by conduct allowed arbitration	Jatsek performed work and acted as if contract existed; implied contract formed.	No contract formed due to Burton Scot’s lack of written assent to modifications.	Implied contract formed; arbitration applicable.

Williams v. Aetna Fin. Co., 83 Ohio St.3d 464 (Ohio 1998) (presumption in favor of arbitration; judicial economy concerns)
Melia v. OfficeMax N. Am. Inc., 8th Dist. No. 87249 (2006) (arb. arbitrability; doubt resolved in favor of arbitration)
Dynamark Sec. Ctrs., Inc. v. Charles, No. 21254 (9th Dist. 2003) (waiver considerations affect arbitration rights)