McCoy v. Fleetwood Aluminum Products CA4/1, D084305

Mark McCoy, a former executive, director, and shareholder of Fleetwood Aluminum Products, sued to access certain company documents under his rights as a director and shareholder.
McCoy had signed an employment arbitration agreement in 2018 when employed by Fleetwood, covering disputes related to employment, but also containing a “delegation clause” about who decides arbitrability of disputes.
After his removal as director and CEO, McCoy filed several lawsuits; the present case centers on document access under California Corporations Code, not direct employment issues.
Fleetwood moved to compel arbitration; the trial court denied the motion, holding McCoy’s claims as a director/shareholder were not covered by the employment-related arbitration agreement.
Fleetwood appealed, arguing that the agreement delegated the question of arbitrability to the arbitrator, not the court.
The appellate court’s review focused on contract interpretation and whether the language constituted a clear and unmistakable delegation to the arbitrator on threshold issues.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Who decides if the dispute must be arbitrated?	Court should decide; claims not tied to employment, so not covered	Arbitrator should decide; delegation clause covers questions of arbitrability	Arbitrator decides threshold arbitrability questions
Scope of arbitration agreement	Only employment/termination-related disputes are arbitrable	Agreement covers interpretation/enforceability, not just employment claims	Arbitrator decides whether claims are covered by the agreement
Injunctive relief exception	Seeking document access is akin to injunctive relief, thus excluded	Arbitration clause isn't limited by this; arbitrator still decides scope	Arbitrator decides if injunctive relief exception applies
Waiver of right to compel arbitration	Delay in moving to compel = waiver	Delay unrelated to litigation; arbitration favored under FAA	Arbitrator decides if Fleetwood’s delay constitutes waiver

Henry Schein, Inc. v. Archer & White Sales, Inc., 586 U.S. 63 (2019) (courts must enforce delegation clauses and cannot decide arbitrability if clear delegation exists)
Spear v. California State Auto. Assn., 2 Cal.4th 1035 (Cal. 1992) (arbitration rights, like other contractual rights, may be waived by failure to timely assert)