Wynn Resorts, Limited v. Atlantic-Pacific Capital, Inc.
497 F. App'x 740
9th Cir.2012Background
- In 2009, APC and Wynn entered a written agreement appointing APC as exclusive global placement agent to raise $1.5 billion, with disputes to be resolved by binding arbitration in Las Vegas under JAMS rules and NY law governing the agreement.
- In 2010, APC demanded arbitration; Wynn sued in state court and sought a stay; APC removed to federal court, which stayed arbitration and denied APC’s motion to compel.
- The central question is whether the district court correctly assumed arbitrability or whether arbitrability should be decided by the arbitrator.
- The agreement incorporated JAMS rules, which authorize an arbitrator to decide jurisdictional and arbitrability questions as a preliminary matter.
- The arbitration clause is broad, stating any dispute arising from or relating to the agreement shall be arbitrated, indicating intent to arbitrate arbitrability under NY law.
- APC’s arbitration demand alleges multiple breaches (fees, use of capital, preferred underwriters, circumvention of exclusivity, and termination) that relate to and arise out of the agreement, supporting arbitrability.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Who decides arbitrability? | APC argues arbitrability should be decided by the arbitrator due to JAMS rules and broad clause. | Wynn contends district court properly decided arbitrability or that issues fall outside arbitration. | Arbitrability must be decided by the arbitrator under the JAMS rules; district court must compel arbitration. |
| Is the dispute within the scope of the arbitration clause? | APC asserts all claims arise from or relate to the agreement and fall within its scope. | Wynn contends some claims may lie outside arbitration. | Dispute falls within the arbitration provision and is arbitrable. |
Key Cases Cited
- Howsam v. Dean Witter Reynolds, Inc., 537 U.S. 79 (U.S. 2002) (question of arbitrability reserved for courts unless contract clearly provides otherwise)
- AT&T Techs., Inc. v. Communications Workers of Am., 475 U.S. 643 (U.S. 1986) (presumption of arbitrability; questions of arbitrability favor arbitration)
- PaineWebber Inc. v. Bybyk, 81 F.3d 1193 (2d Cir. 1996) (clarifies interpretation of arbitration provisions under NY law)
- Shaw Grp. Inc. v. Triplefine Int’l Corp., 322 F.3d 115 (2d Cir. 2003) (broad arbitration clauses indicate intent to arbitrate arbitrability)
- Nagrampa v. MailCoups, Inc., 469 F.3d 1257 (9th Cir. 2006) (en banc; review of validity and scope of arbitration clause; de novo)
- Simula, Inc. v. Autoliv, Inc., 175 F.3d 716 (9th Cir. 1999) (arbitration clause covers claims requiring close examination of contracts)
- Westinghouse Hanford Co. v. Hanford Atomic Metal Trades Council, 940 F.2d 513 (9th Cir. 1991) (presumption favoring arbitrability in broad clauses)