Marshall, Amaya & Anton v. Arnold-Dobal
76 So. 3d 998
| Fla. Dist. Ct. App. | 2011Background
- Dobal, a physician, signed an employment agreement containing an arbitration clause in 1997 with Damus Ecker, Rosenthal and Marshall, M.D., P.A. (ERMA).
- Dobal alleged a promised multi-year partner agreement (Oral Partnership Agreement) and a later partnership addendum; she claimed damages for breach of these terms.
- Marshall Amaya & Anton, P.L., and others argued they were not signatories to the employment agreement and thus not bound by its arbitration clause.
- Dobal filed suit; Marshall Amaya moved to dismiss and urged arbitration under the Employment Agreement.
- The trial court denied the motion to dismiss and allowed amendments; it deferred arbitration resolution while considering amended pleadings.
- This Third District Court of Appeal reversed, holding arbitration should be compelled if a valid agreement exists, an arbitrable issue exists, and no waiver exists, directing arbitration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a valid agreement to arbitrate exists | Dobal asserts the Employment Agreement binds parties and contains an arbitration clause. | Marshall Amaya contends nonsignatories cannot be bound by the clause. | Yes; court held a valid arbitration agreement exists under the Employment Agreement. |
| Whether the dispute arises out of or relates to the Employment Agreement | Claims hinge on the partnership addendum linked to the Employment Agreement. | Disputes rest on oral/e-mails about a partnership, not the Employment Agreement. | No substantial nexus; claims do not arise out of or relate to the Employment Agreement. |
| Whether equitable estoppel allows a nonsignatory to compel arbitration | If directly relying on the contract, estoppel compels arbitration. | Claims do not rely on or reference the Employment Agreement. | Equitable estoppel does not apply here; arbitration not compelled against nonsignatories. |
| Whether the right to arbitration was waived or the matter should be arbitrated | Arbitration should proceed per Roth factors without waiver. | Waiver or lack of nexus precludes arbitration. | No waiver shown; issues do not arise under the contract; arbitration not mandated. |
Key Cases Cited
- Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395 (1967) (establishes separate grounds to challenge contract validity vs. arbitrability)
- Seifert v. U.S. Home Corp., 750 So.2d 633 (Fla. 1999) (arbitration scope requires reference to contract terms)
- Roth v. Cohen, 941 So.2d 496 (Fla. 3d DCA 2006) (three Roth factors for motion to compel arbitration)
- MS Dealer Serv. Corp. v. Franklin, 177 F.3d 942 (11th Cir. 1999) (equitable estoppel when signatory relies on contract or alleges concerted misconduct)
- Rolls-Royce PLC v. Royal Caribbean Cruises Ltd., 960 So.2d 768 (Fla. 3d DCA 2007) (nonsignatories may be bound by arbitration under estoppel theories)
- Benaja Props., Inc. v. Murno, P.A., 603 So.2d 548 (Fla. 2d DCA 1992) (agency capacity limits individual liability under contract)
- Seifert v. U.S. Home Corp., 750 So.2d 633 (Fla. 1999) (reiterated nexus requirement for arbitrability)