Meridian Imaging Solutions, Inc. v. Omni Business Solutions LLC, 250 F. Supp. 3d 13

Plaintiffs Konica Minolta (Konica) and its wholly-owned subsidiary Meridian sued OMNI entities, three former Meridian employees, and William C. Brumlow for trade-secret misappropriation, unfair competition, tortious interference, conversion, unjust enrichment, and related claims arising from alleged conduct in early–mid 2016.
Meridian had an existing dealer agreement with Ricoh (the Ricoh Agreement) containing a broad arbitration clause (New Jersey law, mediation then AAA arbitration) that covers “any claim or controversy between the parties, whether arising out of this Agreement or not.”
Ricoh and Meridian are already in arbitration over related claims; Meridian invoked §22 of the Ricoh Agreement before filing suit. Brumlow is a Ricoh employee who used a Ricoh email and acted, plaintiffs allege, to assist former Meridian employees in diverting Meridian business to OMNI.
Brumlow (a nonsignatory to the Ricoh Agreement) moved to dismiss for improper venue under Rule 12(b)(3) or, alternatively, to compel arbitration and stay proceedings under the FAA as to Meridian and/or Konica.
The court denied dismissal under Rule 12(b)(3) (Atlantic Marine forecloses that route), granted Brumlow’s motion to compel arbitration as to Meridian (finding Brumlow could invoke Ricoh’s arbitration clause as Ricoh’s agent/employee), denied the motion as to Konica, and stayed Konica’s claims pending arbitration between Meridian and Ricoh/Brumlow.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether venue dismissal under Rule 12(b)(3) is proper to enforce a forum-selection/arbitration clause	Plaintiffs opposed; venue in district proper	Brumlow argued Rule 12(b)(3) dismissal based on forum-selection	Denied — Atlantic Marine bars enforcing forum-selection clause via Rule 12(b)(3) dismissal
Whether nonsignatory Brumlow can compel Meridian (signatory) to arbitrate	Meridian refused arbitration against Brumlow	Brumlow argued he is a Ricoh employee/agent and may invoke Ricoh’s arbitration clause	Granted — federal and New Jersey law permit nonsignatory agents to invoke principal’s arbitration clause; record shows Brumlow acted for Ricoh
Whether nonsignatory Brumlow can compel Konica (nonsignatory parent) to arbitrate	Konica argued it did not sign and did not benefit from Ricoh Agreement	Brumlow argued Konica, as Meridian’s owner, should be bound or estopped	Denied — no agency, alter-ego, direct benefit, or other principled basis to bind Konica to the Ricoh arbitration clause
Whether Konica’s claims should be stayed pending arbitration between Meridian and Ricoh/Brumlow	Konica opposed arbitration and continuation of litigation	Brumlow sought stay of Konica claims as intertwined with arbitrable Meridian claims	Stay granted — court exercised discretion to stay non-arbitrable Konica claims because issues are intertwined and arbitration may preclude/affect Konica’s claims

Atl. Marine Constr. Co. v. U.S. Dist. Ct., 134 S. Ct. 568 (2013) (Rule 12(b)(3) is not the proper vehicle to enforce forum-selection clauses)
Adkins v. Labor Ready, Inc., 303 F.3d 496 (4th Cir. 2002) (elements to compel arbitration under the FAA)
Int’l Paper Co. v. Schwabedissen Maschinen & Anlagen GMBH, 206 F.3d 411 (4th Cir. 2000) (federal law governs arbitrability and nonsignatory enforcement)
First Options of Chi., Inc. v. Kaplan, 514 U.S. 938 (1995) (apply ordinary state contract principles and federal arbitrability law)
Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1 (1983) (federal policy favoring arbitration)
Arthur Andersen LLP v. Carlisle, 556 U.S. 624 (2009) (state contract law may determine whether nonsignatories can enforce arbitration agreements)
American Express Co. v. Italian Colors Rest., 570 U.S. 228 (2013) (arbitration agreements must be enforced according to their terms)
Zandford v. Prudential-Bache Sec., Inc., 112 F.3d 723 (4th Cir. 1997) (policy favoring arbitration and standard for resolving arbitrability doubts)