163 So. 3d 700
Fla. Dist. Ct. App.2015Background
- Robin Resnick (son) and Abraham “Buddy” Resnick (father) were parties to competing suits involving affiliated textile companies (Restex and J. Weinstein & Sons) and entered a settlement that merged the companies and allocated ownership.
- Settlement §8 required the parties’ accounting firm (Josephson) to determine pre-merger accountings, loans, tax returns, profits and distributions under GAAP and past practices unless Robin and Buddy mutually agreed otherwise.
- Settlement §9 provided payment terms for amounts Josephson determined were due for personal loans.
- Settlement §22 contained a broad arbitration clause requiring binding arbitration under AAA rules for any dispute arising out of the agreement, with a single arbitrator mutually agreed or appointed by the AAA.
- After the merger collapsed and a receivership, Robin sued to collect pre-merger loans; Buddy moved to compel arbitration under §8 to obtain a Josephson determination. The trial court ordered arbitration and directed that Josephson arbitrate.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the accounting firm’s determination under §8 is final and binding (i.e., constitutes arbitration) | Robin: The arbitration clause (§22) controls; disputes must go to binding arbitration under AAA, not be finally decided by Josephson alone | Buddy: Section 8 requires a determination by Josephson; the court should compel that process (functionally seeking Josephson’s determination) | The agreement establishes a two-step process: Josephson first determines accounting issues; if a party disputes that determination, §22 permits binding arbitration. Josephson’s decision is not the final binding arbitration decision. |
Key Cases Cited
- Seifert v. U.S. Home Corp., 750 So. 2d 633 (Fla. 1999) (arbitration provisions are contractual and construed as contracts)
- Rent-A-Center, W., Inc. v. Jackson, 561 U.S. 63 (U.S. 2010) (arbitration is a matter of contract)
- Maguire v. King, 917 So. 2d 263 (Fla. 5th DCA 2005) (arbitrability turns on parties’ intent)