Mark Dottore v. Huntington National Bank
480 F. App'x 351
6th Cir.2012Background
- Huntington National Bank sought to compel arbitration in a case arising from an alleged investment fund Ponzi scheme run by Dadante.
- The receiver for the fund, Dottore, alleged Huntington breached a duty of care and aided fraud.
- The district court ruled there was no agreement to arbitrate and denied Huntington's motion.
- The 2005 change of signature substituted Frank Regalbuto for Dadante on the fund's Huntington account; the 2005 document titled 'account terms and conditions' did not include an arbitration clause.
- The court held the 2005 agreement was complete, unambiguous, and controlled the account, with no arbitration clause; thus there was no enforceable arbitration agreement.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of arbitration agreement under Ohio law | Dottore: parties agreed to arbitrate per subsequent terms. | Huntington: the 2005 terms contain an arbitration clause. | No arbitration agreement exists. |
| Effect of 2005 change of signature on arbitration clause | Change of signature creates binding agreement to arbitrate. | 2005 document does not include arbitration terms. | 2005 agreement governs and omits arbitration; no arbitration clause. |
| Integration and parol evidence in contract interpretation | Earlier writings should control if integrated. | Later, complete, unambiguous written terms govern; parol evidence barred. | The agreement is integrated and does not include arbitration. |
| Judicial determination of arbitration-right existence | Court should enforce arbitration if agreement exists. | No agreement to arbitrate under the integrated terms. | District court did not err in denying arbitration. |
Key Cases Cited
- Floss v. Ryan’s Family Steak Houses, Inc., 211 F.3d 306 (6th Cir. 2000) (standard for existence/arbitrability determinations in arbitration)
- Granite Rock Co. v. Int’l Bhd. of Teamsters, 130 S. Ct. 2847 (S. Ct. 2010) (determination of whether a dispute is subject to arbitration as a matter of contract)
- Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1 (U.S. 1983) (federal policy favors arbitration but requires contract to submit disputes)
- Simon v. Pfizer, Inc., 398 F.3d 765 (6th Cir. 2005) (arbitration requires consent; cannot compel absent agreement)
- E.E.O.C. v. Waffle House, Inc., 534 U.S. 279 (S. Ct. 2002) (arbitration policy balanced with contract consent)
- TRINOVA Corp. v. Pilkington Bros., P.L.C., 70 Ohio St. 3d 271, 638 N.E.2d 572 (Ohio 1994) (integration and parol evidence rules for contract interpretation)
- Petro v. R.J. Reynolds Tobacco Co., 104 Ohio St. 3d 559, 820 N.E.2d 910 (Ohio 2004) (contract integration presumption; integrated writing controls)
- Bellman v. Am. Int’l Grp., 113 Ohio St. 3d 323, 865 N.E.2d 853 (Ohio 2007) (integrated agreements focus on language to determine obligations)