*1 rather “standing” an issue of its of intervention as discussion SCRCP, simply Rule a governed than as matter abused discre- family hold the court its I would misdirected. Rule to intervene under request tion in denying GEICO’s 24(a)(2).
Conclusion reverse, in the participate GEICO to I would allow the somewhat unusual facts family court action. Under such result “pragmatic” of this a procedural posture appeal, marriage law be resolved will allow issue of common suit. single AIKEN, Respondent, Richard FINANCE CORPORATION OF SOUTH CAROLINA WORLD Acceptance Corporation, Petitioners. & World 26313.
No. Supreme South Carolina. Court of Heard Feb. 2007. April Decided 2007. Rehearing May Denied *2 III, Greenville, for Petitioners. K. Chapin, Judson Turner Burney, Rhett D. both of Price Turner and Matthew Laurens, P.C., Respondent. *3 for Burney, Chief Justice TOAL: (“Aiken”) suit against Aiken filed law Richard
Respondent of South Carolina Corporation World Financе Appellants Finance”) (collectively, “World Corporation Acceptance World Aiken’s from the misuse of arising torts alleging various Finance. by employees information World financial personal compel denied World Finance’s motion The circuit сourt not within that Aiken’s claims were grounds arbitration on clause. The court of of the arbitration We affirm as granted and this certiorari. affirmed Court modified. Background
Factual/Procedural finance company consumer Finance is nationwide a series Aiken obtаined branch offices South Carolina. with in 1997 and beginning from Finance of consumer loans off his last loan paid late 1999. Aiken continuing through Finance in 2000. from World loan, required supply Aiken
In order to for a was Finance, including information to World personal non-public, his date of birth security and social number. Upon approval loan, of each Aiken entered into an
World Finance. Each provided, rele- part: vant DISPUTES,
... ALL CONTROVERSIES OR CLAIMS OF ANY KIND AND NATURE BETWEEN LENDER AND BORROWER ARISING OUT OF OR IN CONNEC- AGREEMENT, TION WITH THE LOAN OR ARISING ANY OUT OF TRANSACTION OR BE- RELATIONSHIP TWEEN LENDER AND BORROWER OR ARISING OUT ANY OF PRIOR OR FUTURE BE- DEALINGS BORROWER, TWEEN LENDER AND BE SHALL SUB- MITTED TO ARBITRATION AND BY SETTLED ARBI- TRATION IN ACCORDANCE WITH THE UNTIED ACT, STATES ARBITRATION THE EXPEDITED PRO- CEDURES OF THE COMMERCIAL ARBITRATION THE RULES OF AMERICAN ARBITRATION ASSOCI- (THE AAA”), ATION “ARBITRATION RULES OF THE AND THIS AGREEMENT. in late
Beginning several World Finance employees to use the conspired personal provided information Aiken and other clients to obtain sham loans and embezzle the for the proceeds employees’ personal benefit.1 Upon discover- information, ing personal misuse of his Aiken filed suit against World Finance the court of common for pleas Laurens County seeking damages outrage and emotional distress, negligence, negligent hiring/supervision, and unfair trade practices. answer, World Finance filed an a motion to dismiss, and a motion compel arbitration.
The trial court found that the effectiveness of the arbitra- tion agreement ceased when the
ended. paid Because Aiken off his last loan with World Finance prior to the tortious of the employees, acts the court *4 that concluded Aiken’s tort claims completely were indepen- dent of the loan agreements subjеct and not to the arbitration Therefore, agreements. the court denied World Finance’s motions to arbitration. compel pleaded employees guilty The now-former for these offenses were sentenced in the United States District Court for the District of South Carolina.
148 trial court.
The affirmed the decision of the appeals Carolina, 367 S.C. Corp. Aiken v. World Finance South See of 176, This Court certio- (Ct.App.2005). granted 623 873 S.E.2d following for review: rari and Finance raises the issues World deciding Aiken’s appeals I. the court of err whether Did subject claims to arbitration without underlying were to an arbitrator? submitting first issue Aiken’s finding II. the court of err appeals Did not related significantly claims were scope and therefore not within the loan arbitration?
Standard of Review subject The determination of whether claim is Wellman, v. subject to review. Inc. arbitration is de novo Co., 61, 67, (Ct.App.2005). D 89 Square Nevertheless, a circuit court’s factual will not be findings any if appeal reasonably supports reversed on evidence Ctr., L.L.C., findings. Thornton Trident Med. S.C. 94, 592 S.E.2d 51 (Ct.App.2003).
Law/Analysis appropriate determining I. The forum for of the arbitration clause. argues Finance that under terms of the World is the forum for agreement, proper arbitration agreement. There determining the arbitration fore, World Finance claims that the court erred Ai covered determining ken’s first the issue to an arbitrator. submitting claims without find for properly preserved We that this issue review. review, an preserved appellate
In order to be issue upon by must raised to ruled the trial court. have been Fox, 555, 564, Pye Estate S.E.2d (2006). argument regarding Finance made no arbitrability underly forum for proper determining its or in the ing compel claims in either motion to Instead, the circuit Finance’s hearing before court. (i.e., solely merits of the motion argument focused on the *5 149 whether claims the of the arbitra- scope Aiken’s were within agreement). tion the trial Consequently, only court’s order addresses of the scope arbitration encompasses the underlying claims. agree
We with that the of the appeals issue proper scope forum for of the arbitration determining properly preserved is not Accordingly, review. the court of did not err in appeals deciding question whether Aiken’s underlying claims were within the the arbitration agreement. Significant underlying
II. between the containing
claims the contract agreement.
arbitration argues World Finance the court erred finding that claims not Aiken’s were within the parties’ agreement. disagree. arbitration We
Both statе and
policy
federal
favor arbitration of
disputes
say
positive
and unless
court can
assurance
that the
clause is
susceptible
any interpreta
arbitration
to
tion that
be
dispute,
covers
arbitration- should generally
Assocs.,
580,
ordered.
v. Bright
Zabinski
Acres
346
596-
110,
(2001). Howеver,
118-19
is a
matter of
and a
cannot be
submit to
party
required
contract
to
dispute
has not
submit.
any
agreed
which he
to
Id. at
553
at 118.
these
courts
principles,
S.E.2d
Given
generally
broadly-worded
hold that
arbitration agreements2
relationship”
which a
exists
disputes
“significant
between the asserted claims and the contract in
which
at
at
arbitration clause
contained.
Id.
S.E.2d
(4th
Silver,
Cir.2001)).
(quoting
We this Finance Aiken’s asserted between “relationship” the loan dealings under parties’ prior tort claims and hardly “significant.” Applying rises the level agreements essentially to a “but-for” causation standard what amounts includes between the which *6 every dispute imaginable parties, the to arbitrate oversimplifies agreement greatly parties’ uncon- claims them. a result is and illogicаl between Such Corp., scionable. Home 750 So.2d See U.S. Seifert (Fla.1999) (“[T]he dispute mere fact that the not have would consequent the arisen but for the existence of contract and to by the is insufficient itself parties between into out of to’ the ‘arising relating transform a one or dispute also agreement.”). Vestry See The Church Wardens of Co., Exterminating Holy the Church the Cross Orkin Inc., 202, 209, (Ct.App.2003) 588 S.E.2d (“[T]he to apply fact that an clause might mere contract express matters beyond scope every not that clause to imply does alone should dispute parties.”). between rejected overly simplified
The this appeals court also fact that had his Relying heavily paid on the Aiken approach. occurred, the loans in tortious employees’ full when acts found that there was no relation- appeals significant Aiken’s tort claims and his loan ship agreements between Aiken, 182-83, at at World Finance. 367 S.C. 623 S.E.2d See Therefore, the court that held Aiken’s claims were found in agreement within the underlying contract.3 relying mainly "significant relationship” deter-
3. While
on the
test to
аrbitrable,
to
mine
a claim is
the court of
also seemed
whether
determining
specifically for
whether a
endorse an additional
test used
proposition
tort claim is arbitrable. The court cited to Zabinski for the
particu-
"the
that tort claims were within the
of arbitrаtion when
stand
lar tort claim is so interwoven with the contract
that it could not
Aiken,
(citing
at
alone.”
In this find the personal we theft of Aiken’s informa- tion World Finance to be employees conduct outrageous that Aiken possibly could not foreseen agreed have when he do business with World Finance. Consequently, signing the arbitrate, Aiken could not have possibly been an agreeing provide settling forum for claims alternative arising from wholly unexpected this tortious Ac- conduct.5 cordingly, we hold Aiken’s claims for unanticipated and *7 unforeseeable employees tortious conduct World by Finance’s are not of within the the arbitration with Finance.6 parties Because the do not any 4. raise the issue of whether arbitration agreement purporting apply outrageous to to such and unforeseen unconscionable, tortious acts is we leave this determination another day. 29, 41, Corp., See v. United 5. also Towles Healthcare 338 524 839, ("When (Ct.App.1999) party S.E.2d a 846 arbitration invokes an agreement ended, relationship parties after the contractual between the has parties' governs authority the intent the clаuse’s ex- beyond (citing tends the termination of the contract.” v. Zandford Inc., Sec., 723, (4th Cir.1997))). 112 727 Prudential-Bache F.3d Additionally, concurring opinion’s puzzled we are somewhat the identity Although characterization theft of as a foreseeable tort. this "rampant growth identity Court conсern indicated its over the theft” Citibank, N.A., 329, 334, Huggins in 585 S.E.2d (2003), concept today the rule we set forth based on is the of the man,” expectations deeply a "reasonable in a standard rooted tort Therefore, foreseeability law. a determination of under the rule is to be standpoint injured party; made from the not this Court. We do arbitration, to this establishing subject In the line for claims from the to exclude all intentional torts does not seek Court instance, in the instant parties of arbitration. For essentially alleges a tort which case that claim stiрulate fiduciary breach of (e.g., breach of the contract secrets) within the of trade would be duty, misappropriation only to We arbitrate. contemplation agreeing torts, distinguish outrageous although to those which seek contract, are factually рerformance related to between the distinct from the contractual legally Electronics, Inc., F.Supp. McMahon RMS parties. See (S.D.N.Y.1985). 189, 191 and federal today ignore does not state
Our decision a less more efficient favoring arbitration as formal and pоlicies Tree v. Green Fin. resolving disputes. Lackey means for See (Ct.App.1998). Corp., 330 S.C. seeks, public a matter of merely policy, This Court as commercially promote procurement of an reasonable manner. To interpret expectations of thе to actions outside the completely goal. be inconsistent with this parties would
Conclusion reasons, For the we affirm as modified deci- foregoing Finance’s motion appeals denying sion compel arbitration. JJ.,
MOORE, BURNETT, concur. WALLER PLEICONES, a separate opinion. J. concurring concurring:
Justice PLEICONES
I
first
agree
majority
pre
with the
issue
served,
holding
I
in the decision
that Aiken’s tort
and concur
I
parties’
agreement.
claims are
write
without
however,
I
the majority’s
as
do not
separately,
agree
*8
it
theft
identity
decision to the extent
finds that
is
forеsee
N.A.,
Citibank,
329, 585 S.E.2d
Huggins
able. See
355 S.C.
(2003) (“[The
the ramp-
concerned with
greatly
Court]
proclaim that fraudulent acts such as
nol believe that this Court should
identity
dealings.
normal
theft are foreseeable in the course of
business
”).
ant
theft
financial
growth
identity
fraud....
I
would hold that
executing
lеnder-borrower contract
containing
provision
an arbitration
do not intend identity theft
contract,
to be
within
ambit of the
and further that there
is no “significant relationship”
the loan agreement
between
allegations Aiken’s tort claims. Zabinski v. Bright
and the
Assocs.,
Acres
(2001).
Supreme Court of South Carolina.
Heard Nov. 2006. April
Decided 2007. Rehearing May Denied