548 S.W.3d 40
Tex. App.2018Background
- Henri Haggblom signed two written agreements (a Company Agreement and an Employment Agreement) that granted him a 5% partnership interest and contained broad arbitration clauses covering “any and all disputes” arising out of the agreements.
- The Company Agreement set a specific appraisal method and required an accredited appraiser to calculate fair market value; it stated the appraiser’s determination “shall be binding upon the parties.”
- After Haggblom’s termination, the parties hired an appraiser who produced a draft report valuing the interest at over $1,000,000; Sinclair contended the appraiser did not follow the contractual method and demanded the appraiser withdraw.
- Haggblom sued in county court to have the draft appraisal confirmed as final and to obtain judgment on that valuation; Sinclair moved to compel arbitration and stay proceedings, arguing the dispute about the appraiser’s method is arbitrable under the agreements’ broad arbitration clauses.
- The trial court denied Sinclair’s motion to compel arbitration (order without stated reasons); Sinclair appealed interlocutorily under the Texas Arbitration Act.
Issues
| Issue | Plaintiff's Argument (Haggblom) | Defendant's Argument (Sinclair) | Held |
|---|---|---|---|
| Whether the dispute about the appraiser’s method is subject to arbitration | Appraisal process is a separate, binding mechanism; appraiser’s determination is final and not subject to arbitration | Arbitration clauses are broad and encompass any dispute arising out of the agreements, including whether the appraiser followed the contractually required method | Reversed: dispute is arbitrable and must be sent to arbitration |
Key Cases Cited
- In re FirstMerit Bank, N.A., 52 S.W.3d 749 (Tex. 2001) (court focuses on factual allegations to determine arbitrability)
- Ellis v. Schlimmer, 337 S.W.3d 860 (Tex. 2011) (resolve doubts about arbitrability in favor of arbitration)
- Forest Oil Corp. v. McAllen, 268 S.W.3d 51 (Tex. 2008) (when dispute falls within arbitration scope, court must compel arbitration and stay proceedings)
- Hoskins v. Hoskins, 497 S.W.3d 490 (Tex. 2016) (Texas law favors arbitration)
- G.T. Leach Builders, LLC v. Sapphire V.P., LP, 458 S.W.3d 502 (Tex. 2015) (strong presumption favoring arbitration)