Sun Valley Ranch 308 Ltd. Partnership v. Robson
231 Ariz. 287
| Ariz. Ct. App. | 2012Background
- Arbitration clause in Partnership Agreement broadly covers disputes arising from or relating to the Partnership; Construction Contract was signed the same day and alleged to be incorporated into the Partnership Agreement; SVR 308 is governed by the Partnership Agreement; Robson entities and SMC are alleged alter egos of signatories; plaintiffs seek relief including unjust enrichment, receivership, dissolution, and accounting tied to the Partnership and Construction Contract; superior court denied arbitration and defendants appealed; AZ-RUAA governs arbitral issues; court reviews de novo for arbitration questions.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Are Construction Contract disputes subject to arbitration under the Partnership Agreement? | Plaintiffs say Construction Contract claims lack arbitration clause | Defendants contend the Construction Contract is incorporated and thus arbitration applies | Yes, disputes relate to the Partnership Agreement and are arbitrable |
| Are unjust enrichment, receivership, and dissolution claims arbitrable? | These claims may require court relief not tied to contract | Contract terms govern rights and obligations; arbitration should apply | Yes, all such claims are subject to arbitration |
| Can non-signatories like Robson compel arbitration of claims against them? | Non-signatories cannot compel arbitration unless under alter ego or close-relationship theories | Robson may compel arbitration as alter ego or under close relationship theories | Yes; alter ego and related theories permit non-signatories to compel arbitration |
Key Cases Cited
- CD Partners, LLC v. Grizzle, 424 F.3d 795 (8th Cir.2005) (non-signatory can compel arbitration in close relationship or when signatory relies on written agreement)
- Armoudlian v. Zadeh, 323 N.W.2d 502 (Mich.App.1982) (dissolution disputes may be arbitrated under partnership agreement)
- Rowe v. Exline, 153 Cal.App.4th 1276 (Cal.App.2007) (alter ego can compel arbitration by signatory against non-signatory)
- Consolidated Brokers Ins. Servs., Inc. v. Pan-Am. Assurance Co., Inc., 427 F.Supp.2d 1074 (D.Kan.2006) (broad arbitration clauses may reach related disputes)
- Dusold v. Porta-John Corp., 167 Ariz. 358 (App.1990) (unjust enrichment may require contract reference and be arbitrable)
- Saguaro Highlands Cmty. Ass’n v. Biltis, 229 P.3d 1036 (Ariz.App.2010) (presumption favoring arbitration of arbitrability questions)
- Collins & Aikman Prods. Co. v. Bldg. Sys., Inc., 58 F.3d 16 (2d Cir.1995) (broad clause arbitration paradigm; related disputes may be arbitrated)
- Merrill Lynch Inv. Managers v. Optibase, Ltd., 337 F.3d 125 (2d Cir.2003) (alternative estoppel theories for non-signatories to compel arbitration)