336 So.3d 1283
Fla. Dist. Ct. App.2022Background
- UniFirst and Stronger Collision contracted with an arbitration clause specifying that arbitration is governed by the AAA Commercial Arbitration Rules (expedited procedures) and that the arbitration paragraph is governed by New York law.
- UniFirst demanded arbitration; Stronger received notice but refused to participate and did not seek a court order to compel arbitration.
- UniFirst proceeded under the AAA expedited rules in Tallahassee; the arbitrator issued an ex parte award in UniFirst’s favor after Stronger failed to appear.
- UniFirst filed to enforce the award in Miami-Dade County; Stronger moved to dismiss, arguing UniFirst should have obtained a court order compelling arbitration first.
- The trial court applied Florida law and dismissed UniFirst’s enforcement petition; the appellate court reversed, holding New York law and the AAA rules permitted UniFirst’s ex parte arbitration and enforcement.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether UniFirst could proceed ex parte without first obtaining a court order to compel arbitration | UniFirst: New York law and incorporated AAA rules permit filing a demand and proceeding where respondent fails to participate; CPLR 7503’s “may” is permissive | Stronger: Florida law requires seeking a court order to compel arbitration before ex parte proceedings | Court: Reversed trial court; New York law and AAA expedited rules allow proceeding ex parte after due notice without first seeking a court order |
| Which law governs the arbitration procedure question | UniFirst: Contract’s choice-of-law clause makes New York law exclusive for the arbitration paragraph | Stronger: Trial court applied Florida law to require a prior court order | Court: Enforced the parties’ New York choice of law; apply New York law to interpret arbitration procedures |
| Whether prior local precedent (Tarr) bars enforcement of ex parte awards | UniFirst: Tarr is distinguishable—there the nonparty wasn’t bound and the policy didn’t provide for ex parte arbitration; here the contract and AAA rules authorize ex parte proceedings | Stronger: Relies on Tarr to argue ex parte awards are unenforceable unless contract expressly provides for them | Court: Distinguished Tarr; because the agreement incorporated AAA rules allowing ex parte arbitration and Stronger was a party, enforcement is permitted |
| Whether AAA rules were incorporated and permit arbitration in respondent’s absence | UniFirst: Contract incorporates AAA Commercial Rules, which permit proceeding where a party fails to appear after due notice | Stronger: Argued contractual or procedural requirements required court intervention first | Court: AAA rules are incorporated and expressly allow proceeding in absence of a party after due notice; no court order required |
Key Cases Cited
- Se. Floating Docks, Inc. v. Auto-Owners Ins. Co., 82 So. 3d 73 (Fla. 2012) (choice-of-law provisions are presumptively valid and enforceable)
- Younessi v. Recovery Racing, LLC, 88 So. 3d 364 (Fla. 4th DCA 2012) (where contract clearly indicates AAA rules govern, those rules are incorporated)
- Chicago Ins. Co. v. Tarr, 638 So. 2d 106 (Fla. 3d DCA 1994) (ex parte arbitration awards not enforced unless agreement provides for ex parte arbitration)
- In re Cnty. of Suffolk v. Suffolk Chapter, Civ. Serv. Emps. Ass'n, Inc., Loc. No. 852, 86 A.D.2d 892 (N.Y. App. Div. 1982) (use of permissive “may” in CPLR 7503 means filing to compel arbitration is not mandatory)
- All Seasons Condo. Ass'n, Inc. v. Patrician Hotel, LLC, 274 So. 3d 438 (Fla. 3d DCA 2019) (contract interpretation and legal issues reviewed de novo)