Provenzano, D. v. Ohio Valley General Hosp., 121 A.3d 1085

Provenzano (physician) and Ohio Valley General Hospital entered a written employment agreement (effective Sept. 19, 2007) that automatically renewed and contained an arbitration clause for “any disputes regarding the interpretation or application” of the agreement.
Paragraph 6 provided severance (two years’ base salary) in specified termination scenarios; Paragraph 13 required AAA arbitration and provided for reimbursement of reasonable attorneys’ fees for enforcement disputes.
Hospital sent a non-renewal notice (Feb. 15, 2013); Provenzano demanded severance (~$850,000).
Hospital filed an AAA arbitration complaint in April 2013. While arbitration was pending, Provenzano filed a civil action (June 2013) alleging breach of contract and a WPCL wage claim naming Hospital and individual board members. He also petitioned to stay arbitration.
Hospital and board defendants filed preliminary objections to the court complaint (arguing arbitration and prior pending action). The trial court overruled the objections, reasoning Provenzano’s WPCL claim must be litigated in court and individual board members had not agreed to arbitration.
The Superior Court reversed, holding the employment agreement’s arbitration clause encompassed both the breach and WPCL claims and that board members were bound/able to enforce arbitration as agents/non-signatories; remanded to refer all claims to pending arbitration.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Provenzano’s breach-of-contract claim must be submitted to arbitration	Provenzano filed in court and sought to litigate breach (severance) judicially	Hospital: the contract’s broad arbitration clause covers disputes about interpretation/application, so breach must go to arbitration	Held: Breach claim falls squarely within arbitration clause and must be submitted to arbitration
Whether the WPCL wage claim (severance) is arbitrable and whether individual board members are bound	Provenzano: WPCL rights must be enforced in court; statute’s use of “court” and §260.7 prohibit waiver by private agreement; board members didn’t agree to arbitration	Hospital/Board: WPCL claim arises from the contract and is arbitrable; board members are in privity/agents of Hospital and thus subject to the arbitration agreement	Held: WPCL claim arises from the employment agreement and is arbitrable; board members (agents) are sufficiently connected to invoke/enforce arbitration; court erred in overruling preliminary objections

Callan v. Oxford Land Dev., 858 A.2d 1229 (Pa. Super. 2004) (court should compel arbitration where contract contains arbitration clause covering dispute)
Salley v. Option One Mortg. Corp., 925 A.2d 115 (Pa. 2007) (challenges to entire contract, not specifically arbitration clause, are for arbitrator; courts consider only challenges aimed at arbitration clause)
Shearson/American Express Inc. v. McMahon, 482 U.S. 220 (U.S. 1987) (FAA requires enforcement of arbitration agreements including statutory claims absent congressional intent to preclude arbitration)
Marmet Health Care Ctr., Inc. v. Brown, 132 S. Ct. 1201 (U.S. 2012) (FAA preempts state rules that categorically prohibit pre-dispute arbitration agreements)
Perry v. Thomas, 482 U.S. 483 (U.S. 1987) (FAA preempts state-law provisions that would require judicial forum for wage disputes)
Pritzker v. Merrill Lynch, Pierce, Fenner & Smith, 7 F.3d 1110 (3d Cir. 1993) (non-signatory agents can be bound to arbitrate under agency/privity principles)
Arthur Andersen LLP v. Carlisle, 556 U.S. 624 (U.S. 2009) (state contract-law principles can bind nonparties to arbitration agreements)
Smay v. E.R. Stuebner, Inc., 864 A.2d 1266 (Pa. Super. 2004) (broad arbitration clauses cover all claims arising from the contract unless clearly excluded)
Brayman Constr. Corp. v. Home Ins. Co., 319 F.3d 622 (3d Cir.) (presumption in favor of arbitrability; ambiguous clauses construed for arbitration)