Robinson Brog Leinwand Greene Genovese & Gluck P.C. v. John M. O'Quinn & Associates, L.L.P.
523 F. App'x 761
2d Cir.2013Background
- Robinson Brog, the O’Quinn Firm, and CS&J agreed to jointly represent Escala clients on a contingency basis in a stock fraud case.
- Three documents defined the engagement: Client Agreement with arbitration clause, Joint Agreement on fee sharing, and Client Consent joining Robinson Brog.
- Client Agreement established the attorney-client relationship, 50% contingency fee, payment of expenses, and a requirement that all disputes be arbitrated.
- Robinson Brog seeks $15,000 in expenses and either $12,500,000 in anticipated fees or $385,000 in actual fees from the Escala recovery.
- District court dismissed all Robinson Brog claims as arbitrable under the Client Agreement’s arbitration clause.
- Issue concerns whether Robinson Brog, as a non-signatory to some agreements, can be compelled to arbitrate.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether non-signatory binds to arbitration. | Robinson Brog argues no arbitration clause binds it. | O’Quinn Firm contends benefits flow bind through contracts. | Arbitration applies; non-signatory bound via benefits doctrine. |
| Scope of arbitration clause. | Robinson Brog argues claims not within arbitration clause. | Arbitration clause broadly covers disputes related to the agreement and services. | Clause broadly encompasses dispute; related to Client Agreement. |
| Interrelation of Client Agreement and Joint Agreement. | Robinson Brog seeks recovery under Joint Agreement only. | Recovery depends on Client Agreement funds; Joint Agreement cannot stand alone. | Joint and Client Agreements interdependent; arbitration applies. |
Key Cases Cited
- Moses H. Cone Mem. Hosp. v. Mercury Const. Corp., 460 U.S. 1 (1983) (doubts on scope resolved in favor of arbitrability)
- ACE Capital Re Overseas Ltd. v. Central United Life Ins. Co., 307 F.3d 24 (2d Cir. 2002) (broad arbitration language governs arbitrability)
- In re Kellogg Brown & Root, Inc., 166 S.W.3d 732 (Tex. 2005) (non-signatories bound when benefits conferred)
- M.A.G. Portfolio Consult, GMBH v. Merlin Biomed Group LLC, 268 F.3d 58 (2d Cir. 2001) (non-signatories bound by benefiting from contract)
- Chelsea Square Textiles, Inc. v. Bombay Dyeing & Mfg. Co., 189 F.3d 289 (2d Cir. 1999) (choice of law governs enforceability of arbitration)
- American Bureau of Shipping v. Tencara Shipyard S.P.A., 170 F.3d 349 (2d Cir. 1999) (doubts about scope resolved in favor of arbitration)
- Fisser v. International Bank, 282 F.2d 231 (2d Cir. 1960) (core arbitration principles in earlier era)