Wallshein v. SHUGARMAN
50 So. 3d 89
Fla. Dist. Ct. App. 6th2010Background
- Shugarman signed a Professional Employment Agreement with the Palm Beach Eye Center in 2005 that included an arbitration clause covering disputes arising under the agreement.
- The Agreement also contained a guaranty provision wherein Wallshein, as Center president, agreed to guarantee the Center's obligations and signed as guarantor.
- Wallshein signed the Agreement twice: once as Center president and once as guarantor; the signatures appeared with Shugarman’s at the end of the Agreement.
- The Center terminated Shugarman in 2007, and Shugarman demanded arbitration against both the Center and Wallshein.
- The circuit court granted Shugarman’s motion to compel arbitration against Wallshein, finding a valid arbitration agreement existed and that Wallshein, as guarantor, was bound by the arbitration clause.
- Wallshein sought declaratory relief to avoid arbitration, challenging that he was not a party to the Employment Agreement and thus not bound by its arbitration clause.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Wallshein, as guarantor, is bound by the arbitration clause. | Shugarman argues Wallshein is bound since the guaranty is part of the Employment Agreement. | Wallshein contends he is not a party to the Agreement and thus not subject to arbitration. | Yes; wallshein is bound by the clause as guarantor under the Agreement. |
| Whether the guaranty makes the arbitration clause applicable to Wallshein despite his subjective intent. | N/A (Shugarman argues the plain language controls). | Wallshein relies on his subjective intent to avoid arbitration. | The clause depends on objective contract language; subjective intent is not controlling. |
| Whether an expedited evidentiary hearing was required under section 682.03, Florida Statutes. | N/A. | N/A. | No expedited hearing was required because no substantial issue existed as to making the agreement. |
Key Cases Cited
- Seifert v. U.S. Home Corp., 750 So.2d 633 (Fla. 1999) (three elements for arbitration; standard for compelling arbitration)
- Gendzier v. Bielecki, 97 So.2d 604 (Fla. 1957) (contract formation and external signs govern; objective intent controls)
- Sitarik v. JFK Medical Center Limited Partnerships, 7 So.3d 576 (Fla. 4th DCA 2009) (arbitration clause binding when contract does not define representative as party)
- Powertel, Inc. v. Bexley, 743 So.2d 570 (Fla. 1st DCA 1999) (standard for reviewing motion to compel arbitration; de novo review)
- Merrill Lynch Pierce Fenner & Smith, Inc. v. Melamed, 425 So.2d 127 (Fla. 4th DCA 1982) (expedited hearing procedure under §682.03(1))
- BallenIsles Country Club, Inc. v. Dexter Realty, 24 So.3d 649 (Fla. 4th DCA 2009) (interpretation of arbitration clauses; contract language governs)