Meierhenry Sargent LLP v. Bradley Williams, 915 F.3d 507

Meierhenry Sargent LLP sued clients Bradley and Kerry Williams for unpaid fees arising from representation in a condemnation dispute over a pipeline across the Williamses’ land.
The Williamses removed the suit to federal court and then stayed it to proceed in arbitration under a fee agreement that limited arbitration to disagreements about a "termination fee."
In arbitration the Williamses asserted multiple counterclaims (breach of contract, anticipatory breach, estoppel, forfeiture, negligence, breach of fiduciary duty, deceit, defamation, and a declaratory claim denying any fee obligation).
The firm asked the district court to clarify the scope of arbitration; the court split the counterclaims, allowing some to proceed in arbitration and enjoining others (notably damage-based tort and certain contract-based claims) from arbitration.
The Williamses appealed; the Eighth Circuit considered whether it had jurisdiction to hear the interlocutory appeal under 9 U.S.C. § 16(a)(2) and whether the disputed counterclaims fell within the narrow arbitration clause.
The Eighth Circuit affirmed most of the district court’s scope ruling but vacated the court’s factual finding that the Williamses (not the firm) terminated the representation, holding that termination is a question for the arbitrators.

Issue	Plaintiff's Argument (Williamses)	Defendant's Argument (Firm)	Held
Appellate jurisdiction over the district court order	Order is not an injunction; interlocutory appeal improper	Order effectively prohibits arbitration of certain claims and is appealable under 9 U.S.C. § 16(a)(2)	Court has jurisdiction because the order has an injunctive effect denying an arbitral forum for some claims
Scope of arbitration clause (what disputes are arbitrable)	All counterclaims arise from the fee dispute and should be arbitrable regardless of remedies sought	Clause is narrow: covers only "disagreement[s] about the termination fee," not independent tort claims seeking money from the firm	Narrow reading controls; only claims aimed at reducing/eliminating the termination fee are arbitrable; damage claims against the firm are not
Whether remedies sought are irrelevant to arbitrability	Remedies are for arbitrators; court should not look to requested relief when deciding arbitrability	Because the clause ties arbitration to a specific remedy (termination fee), the requested remedy is probative of arbitrability	Remedies matter here because the agreement ties arbitration to a specific fee-recovery remedy
Whether the district court could decide that the Williamses terminated the representation	Court can decide threshold facts	Termination is intertwined with arbitrable fee issues and should be left to arbitrators	Court erred in deciding termination; that fact question belongs to arbitrators and must be remanded

Conners v. Gusano’s Chicago Style Pizzeria, 779 F.3d 835 (8th Cir. 2015) (look past labels to injunctive effect for appealability)
Gulfstream Aerospace Corp. v. Mayacamas Corp., 485 U.S. 271 (1988) (orders that have practical effect of granting or denying injunctions are appealable)
Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662 (2010) (arbitrability is a matter of contract interpretation)
Benihana, Inc. v. Benihana of Tokyo, LLC, 784 F.3d 887 (2d Cir. 2015) (generally courts should not enjoin remedies in arbitration, but context matters)
Lyster v. Ryan’s Family Steak Houses, Inc., 239 F.3d 943 (8th Cir. 2001) (de novo review for arbitrability questions; factual findings for clear error)
Lipton-U. City, LLC v. Shurgard Storage Ctrs., Inc., 454 F.3d 934 (8th Cir. 2006) (focus on whether agreement reasonably covers the dispute)
3M Co. v. Amtex Sec., Inc., 542 F.3d 1193 (8th Cir. 2008) (distinction between broad and narrow arbitration clauses)