149 So. 3d 163
Fla. Dist. Ct. App.2014Background
- Spicer, employed by Sunrise Medical Group, was part of a corporate acquisition by Tenet in 2011.
- Spicer signed a two-page employment agreement on December 15, 2011, on Tenet letterhead.
- The agreement included a provision stating disputes are subject to the Tenet Fair Treatment Process, including final and binding arbitration.
- The FTP was not attached to the employment agreement, and no location for obtaining it was provided in the agreement.
- In February 2013, Spicer filed a whistleblower claim under Florida law; Tenet moved to compel arbitration.
- The trial court granted arbitration; on appeal the court held that the employment agreement alone did not create a valid arbitration contract and FTP incorporation was insufficient.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the employment agreement alone create a valid arbitration agreement? | Spicer argues the agreement is insufficient by itself. | Tenet contends the FTP is impliedly incorporated to provide the arbitration mechanism. | No valid arbitration agreement from the employment letter alone. |
| Was the FTP sufficiently incorporated by reference into the employment agreement? | Incorporation by reference was not adequately described or located within the agreement. | FTP is the governing arbitration procedure and thus incorporated by reference. | FTP not sufficiently incorporated; trial court erred in ordering arbitration. |
Key Cases Cited
- Malone & Hyde, Inc. v. RTC Transp., Inc., 515 So.2d 365 (Fla. 4th DCA 1987) (arbitration requires definite procedures)
- OBS Co. v. Pace Constr. Corp., 558 So.2d 404 (Fla. 1990) (incorporation by reference requires explicit reference and description)
- BGT Group, Inc. v. Tradewinds Engine Services, LLC, 62 So.3d 1192 (Fla. 4th DCA 2011) (collateral document must be specifically described and located to be incorporated)
- Kaye v. Macari Building. & Design, Inc., 967 So.2d 1112 (Fla. 4th DCA 2007) (adequate incorporation by reference when document is clearly identified)
- Brea Sarasota, LLC v. Bickel, 95 So.3d 1015 (Fla. 2d DCA 2012) (location of incorporated material matters; mere telephone contact info insufficient)