Reunion West Development Partners, LLLP v. Guimaraes
221 So. 3d 1278
| Fla. Dist. Ct. App. | 2017Background
- Buyers (Guimaraes) sued developer Reunion for breach of a Home Purchase Agreement and sought declaratory relief about the arbitration provision.
- The purchase agreement contained an arbitration clause incorporating the AAA Construction Industry Arbitration Rules.
- AAA Rule R-9 authorizes the arbitrator to decide questions of his/her own jurisdiction, including arbitrability.
- Buyers argued the arbitration clause was unenforceable for lack of meeting of the minds and unconscionability, relying on Basulto.
- Reunion moved to compel arbitration and stay proceedings; the trial court denied the motion, citing Basulto.
- Reunion appealed the denial of the motion to compel arbitration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether arbitrability is for the court or the arbitrator | Guimaraes: arbitration clause unenforceable; court should decide arbitrability (Basulto) | Reunion: contract incorporates AAA rules that delegate arbitrability to the arbitrator | Reversed trial court; incorporation of AAA rules is clear and unmistakable delegation to arbitrator |
| Whether Basulto controls | Guimaraes: Basulto renders arbitration clause unenforceable | Reunion: Basulto is distinguishable because it did not incorporate AAA rules and involved different contract defects | Court: Basulto was misplaced here; facts and clause differ, so not controlling |
Key Cases Cited
- Basulto v. Hialeah Automotive, 141 So. 3d 1145 (Fla. 2014) (addressed enforceability of arbitration clause under facts lacking incorporation of AAA rules and with altered/inconsistent contract terms)
- Glasswall, LLC v. Monadnock Constr., Inc., 187 So. 3d 248 (Fla. 3d DCA 2016) (supports that incorporation of rules delegating arbitrability evidences parties’ intent to have arbitrator decide arbitrability)
- Contec Corp. v. Remote Solution Co., Ltd., 398 F.3d 205 (2d Cir. 2005) (incorporation of arbitration rules that empower arbitrator is clear and unmistakable evidence of delegation)
- Younessi v. Recovery Racing, LLC, 88 So. 3d 364 (Fla. 4th DCA 2012) (incorporation of AAA rules into contract makes those rules part of the agreement)
- Morton v. Polivchak, 931 So. 2d 935 (Fla. 2d DCA 2006) (when contract provides delegation, courts must defer arbitrability questions to arbitrator)