ALL AMERICAN SEMICONDUCTOR, INC., APPELLANT,
v.
UNISYS CORPORATION, APPELLEE
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All American Semiconductor appeals an order compelling arbitration of its fraud and breach of warranty claims against Unisys. The court reversed, holding that arbitration clauses must specifically cover the subject matter in dispute, and here the parties' arbitration agreement did not encompass the claims arising from a separate agreement.
The court held that an arbitration clause must refer to the subject matter being contested, and one contract cannot be extended to a separate contract between the same parties unless the parties expressly agree to arbitrate. Here, the parties did not contract to arbitrate appellant's claims, which flowed from a relationship and agreement outside the scope of the second agreement containing the arbitration provision.
[1] An arbitration clause must refer to the subject matter being contested for arbitration to be compelled.
[2] Parties cannot be compelled to arbitrate claims arising from a contract separate from the one containing the arbitration provision, absent express agreement.
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Join FLexlaw to unlock all legal intelligence“Although arbitration clauses are generally favored, the clause must refer to the subject matter being contested.”
Establishes the foundational requirement that arbitration clauses must specifically address the dispute at issue
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Join FLexlaw to unlock all legal intelligenceAll American Semiconductor sued Unisys alleging fraud, negligent misrepresentation, and breach of express and implied warranties, claiming the product…
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PER CURIAM.
Appellant, All American Semiconductor, Inc., appeals a non-final order compelling arbitration and staying proceedings. We reverse.
Appellant’s ultimate1 complaint against appellee, Unisys Corporation, alleged theories of fraud, negligent misrepresentation and breach of express and implied warranties. Essentially, appellant claimed that appellee’s product did not perform as represented.
Appellee sought arbitration through a second, yet different, agreement that appellant and appellee executed. This second agreement contained an arbitration provision. The trial court, based upon this second agreement, stayed the case and compelled arbitration.
Although arbitration clauses are generally favored, the clause must refer to the subject matter being contested. In that light, we must first determine if the parties agreed to arbitrate the dispute in question. Therefore, even though the parties had one agreement to arbitrate some claims, not all claims are subject to arbitration. Eugene W. Kelsey & Son, Inc. v. Architectural Openings, Inc., 484 So. 2d 610, 611 (Fla. 5th DCA), review denied, 492 So. 2d 1330 (Fla.1986).
One contract cannot be extended to a separate contract between the same parties unless the parties expressly agree to arbitrate. Kimbrell & Hamann, P.A. v. Popham, Haik, Schnobrich & Kaufman, Ltd., 578 So. 2d 368 (Fla. 3d DCA 1991); Paine, Webber, Jackson & Curtis, Inc. v. Lucas, 411 So. 2d 1369 (Fla. 5th DCA 1982). See also Necchi S.p.A. v. Necchi Sewing Machine Sales Corp., 348 F. 2d 693 (2d Cir.1965), cert. denied, 383 U.S. 909, 86 S.Ct. 892, 15 L.Ed.2d 664 (1966).
We determine that, here, the parties did not contract to arbitrate appellant’s claims. Appellant’s complaint flows from a relationship and agreement outside the scope of the second and distinct agreement. We therefore reverse the order compelling arbitration and remand for further proceedings.
Reversed and remanded.
. Although appellant originally sued on a second theory concerning a service and maintenance agreement, appellant voluntarily dismissed that count and proceeded only on the fraud, negligent misrepresentation and breach of warranty theories.
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The Regency Grp., Inc. v. McDANIELS, 647 So. 2d 192 (Fla. 1st DCA 1994)…caid Constr. Co. v. Worsham Underground Utility Constr., 566 So. 2d 600 (Fla. 5th DCA 1990). Only those claims which the parties have agreed are arbitrable should be subject to mandatory arbitration. All American Semiconductor, Inc. v. Unisys Corp., 637 So. 2d 59 (Fla. 3d DCA 1994). See also Roe v. Arnica Mut. Ins. Co., 533 So. 2d 279 (Fla. 1988). Section 5(c) of the agreement between the parties provides as follows: Calculation of Payments. The parties shall use the method of calculation set forth on Exhi…1 / 2
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Arnold I. Miller, D.O. v. Michael S. Roberts, M.D., 682 So. 2d 691 (Fla. 5th DCA 1996)…986) (upheld previous ruling that contracts providing for arbitration will be carefully construed so as not to force a party to submit to arbitration a question he did not intend to be so submitted); All American Semiconductor, Inc. v. Unisys Corp., 637 So. 2d 59 (Fla. 3d DCA 1994) (although arbitration clauses are generally favored, the clause must refer to the subject matter being contested); Florida Department of Insurance v. World Re, Inc., 615 So. 2d 267 (Fla. 5th DCA 1993) (in determining whether dispu…
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Elton LEE v. ALL Fla. Constr. Co., 662 So. 2d 365 (Fla. 3d DCA 1995)…r into two separate contracts and only one contract contains an arbitration clause, the parties cannot be compelled to arbitrate disputes arising from the contract that does not call for arbitration. All American Semiconductor, Inc. v. Unisys Corp., 637 So. 2d 59, 60 (Fla. 3d DCA 1994); Kimbrell & Hamann, P.A. v. Popham, Haik, Schnobrich & Kaufman, Ltd., 578 So. 2d 368 (Fla. 3d DCA 1991). The two contracts related to the same structure; the repairs for the storm damage by necessity overlapped the constructio…
Previewing 3 of 10 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Necchi S.p.A. v. Necchi Sewing Mach. Sales Corp., 348 F.2d 693 (2d Cir. 1965)
- Knoll v. Knoll, 383 U.S. 909 (U.S. 1966)
- Paine v. Lucas, 411 So. 2d 1369 (Fla. 5th DCA 1982)
- Necchi Sewing Mach. Sales Corp. v. Necchi S.p.A., 383 U.S. 909 (U.S. 1966)
- Eugene W. Kelsey & SON, Inc. v. Architectural Openings, Inc., 484 So. 2d 610 (Fla. 5th DCA 1986)
- Kimbrell & Hamann, P.A. v. Popham, 578 So. 2d 368 (Fla. 3d DCA 1991)