Jsm Tuscany, LLC v. Superior Court
193 Cal. App. 4th 1222
| Cal. Ct. App. | 2011Background
- Petitioners seek to compel arbitration under three PSA's containing broad arbitration clauses; trial court denied without prejudice due to non-all-party signatories and Deed Restriction lacking arbitration.
- Plaintiffs include four plaintiffs and 27 defendants; action seeks damages for breach of PSA's and Deed Restrictions, with some claims possibly arising as third-party beneficiary actions.
- PSA amendments (2009) shifted conveyance scope, deposits, and cost-sharing; Deed Restrictions run with the land and relate to offsite affordable housing obligations at multiple properties.
- Modena, Tuscany, and Spoleto properties are involved; several properties are Modena-/Tuscany-/Spoleto-benefitted and owned by various Jones-related entities; NMS Properties is the buyer under amended PSA's.
- Court concludes the trial court lacked sufficient record to determine whether all claims are inextricably intertwined with the PSA obligations and thus properly arbitrable; remands for clarified record and potential renewal of arbitration motion with exhibits and declarations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether writ review is appropriate to resolve arbitrability. | Petitioners rely on writ to promptly resolve novel issues. | Respondents contend appeal would be adequate. | Writ review appropriate for novel, important issues requiring prompt resolution. |
| May non-signatories compel arbitration against signatories when contract contains an arbitration clause? | Signatories’ claims may bind nonsignatories via equitable estoppel. | Nonsignatories cannot be bound absent estoppel. | Yes; nonsignatories may be compelled under equitable estoppel where claims are dependent on or intertwined with the contract. |
| May nonsignatory plaintiffs be compelled to arbitrate claims arising from the contract containing the arbitration clause? | Nonsignatories seeking relief on contract-based claims should be bound to arbitration. | Arbitration should be limited to signatories. | Yes; nonsignatory plaintiffs can be compelled if their claims are dependent on or intertwined with the contract. |
| Are all causes of action, including Deed Restriction claims, inextricably intertwined with PSA obligations? | Deed Restriction claims stem from agreements tied to PSA duties. | Unclear whether intertwined; may require separate adjudication. | Record insufficient to decide; remand to determine intertwinement with supporting detail. |
Key Cases Cited
- Powers v. City of Richmond, 10 Cal.4th 85 (Cal. 1995) (mandate review when appeal inadequate or issues of great public importance require prompt resolution)
- Rodrigues v. Superior Court, 127 Cal.App.4th 1027 (Cal. App. 2005) (writ review appropriate for novel/arbitration issues)
- Elden v. Superior Court, 53 Cal.App.4th 1497 (Cal. App. 1997) (arbitration-related issues warrant writ review when novel of law)
- Boucher v. Alliance Title Co., Inc., 127 Cal.App.4th 262 (Cal. App. 2005) (equitable estoppel permits nonsignatories to compel arbitration when claims rely on contract terms)
- Goldman v. KPMG, LLP, 173 Cal.App.4th 209 (Cal. App. 2009) (estoppel when claims are dependent on the contract terms; intertwined claims arbitrable)
- Crowley Maritime Corp. v. Boston Old Colony Ins. Co., 158 Cal.App.4th 1061 (Cal. App. 2008) (nonsignatory relief based on contract when benefits present; estoppel and standing)