King Cole Foods, Inc. v. SuperValu, Inc.
707 F.3d 917
8th Cir.2013Background
- Five Retailers sue two Wholesalers in federal court, alleging antitrust conspiracy under Sherman Act.
- Each Retailer has supply and arbitration agreement with exactly one Wholesaler (signatory); none with the other (non-signatory).
- Asset Exchange Agreement (AEA) between SuperValu and C & S restricted business with exchanged customers and affected some Retailers’ contracts.
- Retailers sue non-signatories despite having arbitration agreements with signatories, aiming to avoid arbitration.
- District court held equitable estoppel allows non-signatories to compel arbitration and dismissed Retailers’ antitrust claims.
- Appellate court reverses, holding equitable estoppel cannot compel arbitration; remand on successor-in-interest issue.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Can non-signatories use equitable estoppel to compel arbitration? | Retailers | Wholesalers | No; equitable estoppel cannot compel arbitration. |
| Whether successor-in-interest can enforce arbitration agreements on the non-signatory’s behalf? | Retailers | Wholesalers | Remanded to consider successor-in-interest enforceability. |
| Are arbitration agreements unenforceable on public-policy grounds? | Village Markets/King Cole | Wholesalers | Remanded; not decided on advisory grounds. |
Key Cases Cited
- PRM Energy Sys., Inc. v. Primenergy, L.L.C., 592 F.3d 830 (8th Cir. 2010) (equitable estoppel when intertwined with contract terms)
- CD Partners, LLC v. Grizzle, 424 F.3d 795 (8th Cir. 2005) (concerted misconduct and intertwined claims with arbitration clause)
- Onvoy, Inc. v. SHAL, LLC, 669 N.W.2d 344 (Minn. 2003) (Minnesota follows federal equitable-estoppel principles)
- MS Dealer Serv. Corp. v. Franklin, 177 F.3d 942 (11th Cir. 1999) (two-pronged test for equitable estoppel)
- Arthur Andersen LLP v. Carlisle, 556 U.S. 624 (S. Ct. 2009) (federal arbitration law and related principles)