Appellant Arthur Heller, defendant below, appeals a non-final order denying his motion to compel arbitration in favor of Appellee Blue Aerospace, LLC (“Team Blue”), plaintiff below. We reverse, finding that Team Blue is equitably estopped from refusing to arbitrate the fraud claims against Heller which are at issue in this case.
Heller is the sole member and only employee of non-party Zell Global, LLC (“Zell”). Zell entered into a contract with Team Blue to render financial consulting services in connection with the potential sale of Team Blue’s assets or equity. Team Blue ultimately sold the majority of its assets but refused to pay Zell fees under the contract.
The contract contained a narrow arbitration provision where the parties agreed to “submit all disputes, controversies and claims arising under this Agreement to binding arbitration.” See Jackson v. Shakespeare Found., Inc.,
Subsequently, Team Blue filed this underlying action in the circuit court against Heller individually. In its sole count for fraud, Team Blue alleged Heller willfully and knowingly misrepresented his contacts with potential investors “to induce Team Blue to retain Heller and his company, Zell Global, as a licensed business broker.” Heller moved to compel arbitration of the fraudulent inducement claim based on the arbitration provision in the contract between Zell and Team Blue. The trial court denied the motion, stating that the fraudulent inducement claim was not an arbitra-ble issue because “the express language of the arbitration clause clearly indicates that arbitration is limited to contractual claims.” We reverse.
A trial court’s construction of an arbitration provision and denial of a motion to compel arbitration are reviewed de novo. See BDO Seidman, LLP v. Bee,
Generally, the courts have recognized that a non-signatory may compel a signatory to arbitration under the theory of equitable estoppel or upon principles of agency. See Shetty v. Palm Beach Radiation Oncology Assocs.-Sunderam K. Shetty, M.D., P.A.,
Here, we find that Team Blue’s conduct in arbitration renders its fraud claim against Heller subject to arbitration by both equitable estoppel and principles of agency. Team Blue alleges the same core facts in its fraud claim and fraudulent inducement arbitration counterclaim that it does in its complaint: that Heller, acting on behalf of Zell, wrongfully induced Team Blue to enter the contract with Zell. “It is apparent, here, that the claims in the new complaint essentially arose out of the same operative facts as many of the claims currently in arbitration. Both are predicated upon the same allegations and necessarily involve factual determinations” as to whether Heller misrepresented Zell as a licensed business broker. Id. We need not reach Team Blue’s argument that the fraudulent inducement claim is not arbitra-ble under the “narrow” arbitration clause at issue in the instant case. At Team Blue’s own insistence, Team Blue’s counterclaim against Zell, which is virtually identical to its fraud claim against Heller, is already pending in the arbitration proceeding. Here, Team Blue is equitably estopped by its own conduct from denying Heller the opportunity to have the fraud cause of action against him individually considered in the arbitration proceeding involving Zell. Team Blue inconsistently seeks to arbitrate its claims against the arbitration agreement signatory principal, and litigate in court its claims against the non-signatory agent, on essentially the same allegations and operative facts. The trial court’s order denying Heller’s motion to compel arbitration is reversed.
Reversed.