333 A.2d 781 | Pa. | 1975
Lead Opinion
OPINION OF THE COURT
On June 2, 1970, Lieberman, Inc. [Lieberman] entered into a stock purchase option agreement with independence Development, Inc. [Independence] and Middletown Commons, Inc. [Middletown].
In due course, Lieberman elected to exercise the option and then assigned its rights thereunder to the un
Whenever one party to an agreement seeks to enjoin the other from proceeding to arbitration, judicial inquiry is limited to two questions: (1) Was an agreement to arbitrate entered into; and (2) Does the dispute involved fall within the arbitration clause. Borough of Ambridge Water Authority v. J. Z. Columbia, - Pa. -, 328 A.2d 498 (1974). Instantly, there does exist an agreement to arbitrate “[a]ny controversy between Buyer and Sellers with respect to this Agreement.”
Lieberman’s claim for broker’s commissions arises from Section 12.4 of the agreement which provides:
“12.4 Brokers It is understood that Lieberman, Inc. is acting as Agent for an undisclosed principal; and that if the within option is exercised, Fred H. Herrmann, Inc. agrees to divide equally with Lieberman, Inc., as a cooperating broker, a 6% commission on the gross purchase price, which commission is to be paid by the Sellers.”
Independence and Middletown deem it significant that, while the term “Buyer” is used throughout the agreement to identify Lieberman, Section 12.4 avoids the term completely and names Lieberman specifically. They argue this demonstrates an intent to omit all disputes concerning broker’s commissions from the arbitration process. We agree.
The arbitration clause, herein involved, is not “framed in the broadest conceivable language from which it must be concluded that the parties intended the scope of the submission to be unlimited.” Borough of Ambridge Water Authority v. J. Z. Columbia, supra. See also Flightways Corporation v. Keystone Helicopter Corporation, 459 Pa. 660, 331 A.2d 184 (1975). Only those controversies arising “between Buyer and Sellers with respect to this Agreement” were intended to be submitted to arbitration. Implicit is the recognition that not all controversies arising under the agreement were to be settled through the arbitration process. Broader language could have been utilized if such were the intentions of the parties. We believe the instant dispute concerning broker’s commissions represents such an exclusion.
As noted by the chancellor, Section 12.4 deals with the usual concerns of brokers, rather than with the usual concerns of buyers. Section 12.4, in fact, represents an
Decree affirmed. Costs on Lieberman.
. The agreement, in effect, granted Lieberman an option to purchase certain parcels of land owned by Independence and Middle-town.
. Independence and Middletown were designated as the “Sellers”.
. Lieberman sought $19,718 plus interest.
. Article 12.8 of the agreement reads as follows:
“12.8 Arbitration Any controversy between Buyer and Sellers with respect to this Agreement shall be settled by arbitration to be held in the City of Philadelphia, Pennsylvania, before a single arbitrator appointed by the Philadelphia Office of the American Arbitration Association. The decision of the arbitrator shall be final and binding upon Buyer and Sellers, both as to law and to fact and shall not be appealable to any Court in any jurisdiction. The expenses of the arbitration shall be shared equally by Buyer and Sellers.”
Dissenting Opinion
(dissenting).
We dissent. In our view, a fair reading of the contract indicates that the parties agreed to submit all disputes “with respect to [the] Agreement” to arbitration. We can find no basis for concluding that they intended to artificially divide their obligations under the agreement into those assumed in their capacities as “Buyer” and “Seller” and those assumed in some other capacity.'