PATRICK C. HALL and AVA ORTNER, Plaintiffs-Appellees, v. STARK REAGAN, P.C., PETER L. ARVANT, KENNETH M. BOYER, WILLIAM D. GIRARDOT, CHRISTOPHER E. LeVASSEUR, R. KEITH STARK, and MICHAEL H. WHITING, Defendants-Appellants, and JOSEPH A. AHERN and JEFFREY J. FLEURY, Defendants-Appellees. [and consolidated case]
143909, 143911
Michigan Supreme Court
December 12, 2012
SC: 143909, COA: 294647, Oakland CC: 2009-099833-CD; SC: 143911, COA: 294647, Oakland CC: 2009-099833-CD
On order of the Court, leave to appeal having been granted, and the briefs and oral argument of the parties having been considered by the Court, we REVERSE that part of the September 13, 2011 judgment of the Court of Appeals holding that this matter was not subject to arbitration, and we REINSTATE the October 1, 2009 order of the Oakland Circuit Court granting summary disposition in favor of the defendants. The dispute in this case concerns the motives of the defendant shareholders in invoking the separation provisions of the Shareholders’ Agreement, Article 8.1 and/or Article 9.1, with respect to the plaintiffs. This is a “dispute regarding interpretation or enforcement of . . . the parties’ rights or obligations” under the Shareholders’ Agreement, and is therefore
CAVANAGH, J. (dissenting).
I respectfully dissent from the majority‘s decision to reverse the judgment of the Court of Appeals, reinstating the trial court‘s grant of summary disposition for defendants and compelling the arbitration of plaintiffs’ claim under Michigan‘s Civil Rights Act (CRA),
However, even if the parties’ dispute fell within the scope of the arbitration clause, for the reasons I stated in Heurtebise v Reliable Business Computers, Inc, 452 Mich 405, 414-438 (1996) (opinion by CAVANAGH, J.), the arbitration clause in this case is not enforceable because an employee‘s prospective waiver of the constitutional right to litigate a civil rights claim in a judicial forum is contrary to the Legislature‘s intent when it enacted the CRA and the people‘s intent when they adopted the Michigan Constitution in 1963, see id. at 426-436. The right to pursue employment is secured by an individual‘s direct access to judicial remedies; therefore, the majority abases this right by enforcing a prospective waiver of the right to a judicial forum. The foregoing provides additional justification for why this Court should affirm the result reached by the Court of Appeals, although on different grounds.
HATHAWAY, J., joins the statement of CAVANAGH, J.
MARILYN KELLY, J. (dissenting).
As the Court of Appeals majority observed, the only “rights or obligations” addressed in the shareholders’ agreement involved entitlement to stock ownership and restrictions on stock transfer.1 Plaintiffs have advanced no argument that defendants violated any of those provisions. Rather, plaintiffs claim that although defendants complied with all provisions in the agreement, their reasons for divesting plaintiffs of their stock violated the Civil Rights Act.2
There is a significant difference between challenging the motives for divesting plaintiffs of their stock and the mechanics by which the divestiture occurred. The latter is clearly within the scope of the shareholders’ agreement because that agreement sets forth the specific mechanics by which such divestiture may occur. But the shareholders’ agreement is silent with respect to the former. Accordingly, I cannot conclude that plaintiffs’ claims involve any “rights or obligations” arising under that agreement.
For this reason, I dissent from the order and would affirm the Court of Appeals’ judgment in its entirety.
HATHAWAY, J., joins the statement of MARILYN KELLY, J.
I, Corbin R. Davis, Clerk of the Michigan Supreme Court, certify that the foregoing is a true and complete copy of the order entered at the direction of the Court.
December 12, 2012
Corbin R. Davis
Clerk