Taylor v. Squires Construction Co.
964 N.E.2d 500
Ohio Ct. App.2011Background
- Plaintiffs Taylor, Tindell, and Davis sue Squires Construction for breach of contract and unjust enrichment.
- Squires moved to stay proceedings and compel arbitration based on two written agreements with Taylor and Davis containing arbitration clauses.
- Tindell never signed a contract with Squires, but Squires argued she is bound via Davis's arrangement and association.
- Trial court denied the motion to compel arbitration, citing a defective execution page on the Taylor agreement.
- Appellate court held hearings were required to resolve ambiguities and potential parol-evidence issues before deciding arbitrability.
- Court reversed in part and remanded for further proceedings consistent with the opinion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether arbitration was properly required for Taylor and Davis. | Taylor and Davis rely on written arbitration provisions. | Arbitration agreements are valid and enforceable; the agreements cover the disputes. | Trial court erred; issues referable to arbitration. |
| Whether the court erred by denying a hearing on the arbitration issue. | Record defects require hearing to resolve ambiguities. | No hearing requested under 2711.03; no evidence on execution. | Court should have held an evidentiary hearing. |
| Whether Davis is bound to arbitrate under the Sub-Contractor’s Agreement. | Sub-Contractor’s Agreement contemplates Davis’s arbitration. | Agreement binding Davis and identity issues require resolution at a hearing. | Remand for resolution of Davis-arbitration issue. |
| Whether Tindell is bound to arbitrate via agency/equitable-estoppel theories. | Nonsignatory may be bound if connection to Davis shows intent to be bound. | Insufficient showing of agency or estoppel; needs hearing. | Record insufficient; remand to determine applicability. |
Key Cases Cited
- Maestle v. Best Buy Co., 100 Ohio St.3d 330 (2003-Ohio-6465) (hearing required for arbitration under 2711.03; stay may be ordered under 2711.02)
- Williams v. Aetna Fin. Co., 83 Ohio St.3d 464 (1998) (strong policy favoring arbitration when within scope)
- Ignazio v. Clear Channel Broadcasting, Inc., 113 Ohio St.3d 276 (2007-Ohio-1947) (nonsignatories may be bound in limited circumstances)
- N. Park Retirement Comm. Ctr., Inc. v. Sovran Cos. Ltd., 8th Dist. No. 96376 (2011-Ohio-5179) (contract interpretation in arbitrability questions; de novo review)
- Taylor Bldg. Corp. of Am. v. Benfield, 117 Ohio St.3d 352 (2008-Ohio-938) (arbitration policy and enforcement framework)