87 So. 3d 96
Fla. Dist. Ct. App.2012Background
- Appellants MV, Dadeland, Argo-maniz, and Argomaniz appeal a non-final order denying their motion to compel arbitration.
- NAFH National Bank filed a seven-count complaint against Appellants arising from MV's alleged failure to pay on a commercial loan.
- Counts I, II, V, and VII relate to loan documents executed on October 22, 2007: Promissory Note, Security Agreement, Collateral Assignment, and Guaranty.
- Appellants moved to compel arbitration based on an arbitration clause in the Collateral Assignment of Termination Payments and Economic Interests.
- The trial court denied the motion; the appellate court reviews de novo and reverses to compel arbitration as to Counts I, II, V, and VII.
- The documents were contemporaneous, interconnected, and related to the same $750,000 loan; the court treats them as a single contract and determines arbitration intent accordingly.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the arbitration clause applies to Counts I, II, and VII | NAFH argues no arbitration for those counts. | Appellants contend the clause encompasses all related loan documents. | Arbitration applies to Counts I, II, and VII. |
| Whether the arbitration clause applies to Count V (Collateral Assignment) | NAFH asserts Count V is within the arbitration scope. | Appellants rely on the same clause to cover all disputes. | Arbitration applies to Count V. |
| Whether the Collateral Assignment is part of the same contract and binds the other documents | Collateral Assignment is sufficiently described and referenced in the other notes as part of the loan package. | Collateral Assignment is a separate document; it may be collateral in other contexts. | Documents executed the same day form a single contract; arbitration clause applies to all referenced documents. |
Key Cases Cited
- Quix Snaxx, Inc. v. Sorensen, 710 So.2d 152 (Fla. 3d DCA 1998) (related writings construed together when documents concern same transaction)
- Seifert v. U.S. Home Corp., 750 So.2d 633 (Fla.1999) (three elements for motion to compel arbitration; intent governs applicability)
- Boston Bank of Commerce v. Morejon, 786 So.2d 1245 (Fla. 3d DCA 2001) (FAA-like preference for arbitration in Florida law)
- Pacemaker Corp. v. Aaron T. Euster, 357 So.2d 208 (Fla. 3d DCA 1978) (arbitration interpreted by contract intent)
- General Impact Glass & Windows Corp. v. Rollac Shutter of Tex., Inc., 8 So.3d 1165 (Fla. 3d DCA 2009) (collateral documents not always non-collateral; context matters)
- LBC Design & Constr. v. Serruya, 57 So.3d 994 (Fla. 3d DCA 2011) (collateral document characterization depends on incorporation)