GALE GROUP, INC., F/K/A GALE GROUP, ETC., APPELLANT,
v.
WESTINGHOUSE ELECTRIC CORPORATION, APPELLEE
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Gale Group appeals the trial court's denial of its motion to compel arbitration regarding a dispute with Westinghouse Electric over post-closing payments under an asset purchase agreement. The court reversed, holding that the purchase agreement contained a valid arbitration clause requiring disputes over payment amounts to be submitted to an accounting firm, and that arbitration could proceed without prior judicial interpretation of contract terms.
The court held that subsection 1.4(b)(iv) of the purchase agreement constituted a valid arbitration agreement despite not using the words 'arbitrate' or 'arbitration,' as it clearly demonstrated the parties' intent to submit payment disputes to a third party. The court further held that the disputes were arbitrable without prior judicial interpretation of contract terms, as the arbitration provision's broad language covered all disputes regarding amounts owed under the relevant section.
[1] A contract provision requiring parties to submit payment disputes to a mutually agreeable accounting firm for binding determination constitutes a valid agreement to arbit…
[2] A trial court considering a motion to compel arbitration must determine whether a valid written agreement to arbitrate exists, whether an arbitrable issue exists, and whe…
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Join FLexlaw to unlock all legal intelligence“All that is required is that the parties' contract demonstrate their intent to submit a dispute to a third party for resolution.”
Establishes the standard for valid arbitration agreements—express use of arbitration language is not necessary
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Join FLexlaw to unlock all legal intelligenceWestinghouse sold its manufacturing business to Gale under a purchase agreement requiring Gale to make post-closing payments of 85% of collections fro…
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THOMPSON, Judge.
In this consolidated appeal, Gale Group, Inc., (“Gale”), appeals the trial court’s orders denying its motion to dismiss, its motion to compel arbitration and to sever arbitrable issues, and its alternative motion to stay proceedings pending appeal.
We note that we have jurisdiction to review an order determining entitlement to arbitration. § 682.20, Fla.Stat. (1993); AG. Edwards & Sons v. Wilson, 523 So. 2d 1150, 1151 (Fla. 2d DCA 1987) (citing Florida Rule of Appellate Procedure 9.130(a)(3)(C)(v) which authorizes interlocutory review of non-final orders determining entitlement to arbitration). We reverse and remand for the trial court to vacate its orders denying Gale’s motions to compel arbitration and to send the arbitrable issues to arbitration.
Westinghouse Electric Corporation (“Westinghouse”) sold its manufacturing business to Gale under an asset acquisition agreement (“Purchase Agreement”).
Under subsection 1.4(b) of the Purchase Agreement, Gale was required to make post-closing payments to Westinghouse of 85% of Gale’s collections from “ineligible accounts receivable,” a term not defined in the Purchase Agreement. After the closing, the parties disagreed as to the meaning of “ineligible accounts receivable” and Gale refused to pay Westinghouse the disputed amounts. Westinghouse sued, seeking in Count I damages for breach of the Purchase Agreement and in Count II a declaratory judgment. Gale filed a motion to dismiss and to compel arbitration which the trial court denied. Gale then filed a motion to sever arbitrable issues or in the alternative to stay proceedings pending appeal.
The trial court also denied this motion finding that the Purchase Agreement did contain an arbitration clause but that there would be no issue to arbitrate until the trial court determined the meaning of “ineligible accounts receivable.”
The contract provision in issue is subsection 1.4(b)(iv):
1.4(b)(iv) In the event that [Westinghouse] and [Gale] disagree with respect to the amount of any payment due [Westinghouse] pursuant to this Section 14(b), either party may give written notice of such disagreement to the other party, and the parties shall thereupon endeavor in good faith to resolve such disagreement; but if such disagreement is not resolved within thirty (30) days following said written notice, the parties shall thereupon submit that matter to a mutually agreeable “Big Six” accounting firm (other than Price Wa-terhouse) for determination, which shall be binding on the parties, with the fees and costs of such accounting firm to be paid one-half by [Westinghouse] and one-half by [Gale], (emphasis supplied).
In considering motions to compel arbitration pursuant to section 682.03, Florida Statutes (1993), the trial court is limited to determining the following: (1) whether the parties entered into a valid written agreement to submit to arbitration; (2) whether an arbitrable issue exists; and, (3) whether the moving party has waived the right to submit the arbitrable issue to arbitration. Piercy v. School Bd. Of Washington Cty., Fla., 576 So. 2d 806 (Fla. 1st DCA 1991); Manalili v. Commercial Mowing Grading, 442 So. 2d 411, 413 (Fla. 2d DCA 1983); Wm. Passalac-qua Builders, Inc. v. Mayfair House Ass’n, Inc., 395 So. 2d 1171, 1173 (Fla. 4th DCA 1981).
Public policy favors arbitration as an efficient means of settling disputes, because it avoids the delays and expenses of litigation. Eugene W. Kelsey & Son, Inc. v. Architectural Openings, Inc., 484 So. 2d 610 (Fla. 5th DCA), review denied, 492 So. 2d 1330 (Fla.1986); accord, Roe v. Arnica Mutual Ins. Co., 533 So. 2d 279 (Fla.1988).
A court must compel arbitration where an arbitration agreement and an arbitrable issue exist, and the right to arbitrate has not been waived.
The parties agreed in the Purchase Agreement that a Big Six accounting firm would be an appropriate entity in consider and decide issues “with respect to the amount of any payment due [Westinghouse] pursuant to ...
Section 1.4(b).” The words “arbitrate” or “arbitration” are not required to be expressly written in a contract to constitute a valid arbitration agreement. See e.g., Intracoastal Ventures Corp. v. Safeco Ins. Co. of America, 540 So. 2d 162 (Fla. 4th DCA 1989). All that is required is that the parties’ contract demonstrate their intent to submit a dispute to a third party for resolution. Larry Kent Homes, Inc. v. Empire of America, FSA, 474 So. 2d 868 (Fla. 5th DCA 1985), rev. denied, 484 So. 2d 7 (Fla.1986).
Accordingly, we agree with the trial court that section 1.4(b)(iv) is enforceable as an arbitration agreement because it demonstrates the parties’ intent to submit payment disputes to a third party.
We disagree, however, with the trial court’s determination that no arbitrable issue would exist until after it had made a legal determination interpreting the term “ineligible accounts receivable.” The broad language of Section 1.4(b)(iv) applies to the post-closing payments due Westinghouse, and Westinghouse alleged in each count of the complaint that Gale failed to comply with the provision requiring it to make post-closing payments based on “ineligible” receivables. A plain reading of the arbitration provision indicates that the instant dispute is precisely the type the parties intended to submit to an accounting firm for resolution. The parties clearly intended to submit to arbitration all disputes regarding amounts owed to Westinghouse under Section 1.4(b).
The parties did not limit the arbitration provision to any particular aspect of a dispute arising under Section 1.4(b).
Therefore, the trial court did not have to interpret the terms before the parties could arbitrate.
Finally, Gale did not waive its right to arbitrate. Gale filed a motion to dismiss the litigation and to compel arbitration as soon as it was served with Westinghouse’s complaint, thus preserving its right to arbitrate. See Wieneke v. Raymond, James & Associates, Inc., 495 So. 2d 869, 871-72 (Fla. 2d DCA 1986). Gale did not waive its right to arbitrate by filing motions to compel arbitration and by participating in the litigation to the extent necessary to preserve its rights. Ziegler v. Knuck, 419 So. 2d 818, 821 (Fla. 3d DCA 1982).
Because the amounts due under section 1.4(b) of the Purchase Agreement are arbi-trable, we vacate the trial court’s orders denying motions to compel arbitration.
Both Gale and Westinghouse argue that certain other issues raised by Westinghouse’s complaint fall outside the scope of arbitration. The trial court is instructed to determine whether the arbitrable issues are sever-able from the claims to be litigated in court. If the issues cannot be severed from the nonarbitrable issues, litigation should be stayed pending arbitration of the arbitrable issues.
REVERSED and REMANDED.
COBB and GRIFFIN, JJ., concur.
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Miller & Solomon Gen. Contractors, Inc. v. Brennan's Glass Co., Inc., 824 So. 2d 288 (Fla. 4th DCA 2002)…nd the Appellants did not waive their right under the contract. “A court must compel arbitration where an arbitration agreement and an arbitrable issue exists, and the right to arbitrate has not been waived.” Gale Group v. Westinghouse Elec. Corp., 683 So. 2d 661, 663 (Fla. 5th DCA 1996). “Any action or proceeding involving an issue subject to arbitration should be stayed” if an application thereof has been made. Passalacqua Builders, Inc. v. Mayfair House Ass’n, 395 So. 2d 1171, 1173 (Fla. 4th DCA 1981). Wh…
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United Healthcare OF Fla., Inc. v. Joni Brown, 984 So. 2d 583 (Fla. 4th DCA 2008)…ion agreement and an arbitrable issue exists, and the right to arbitrate has not been waived.’ ” Miller & Solomon Gen. Contractors, Inc. v. Brennan’s Glass Co., 824 So. 2d 288, 290 (Fla. 4th DCA 2002) (quoting Gale Group v. Westinghouse Elec. Corp., 683 So. 2d 661, 663 (Fla. 5th DCA 1996)). Florida law provides for the validity, enforceability, and irrevocability of provisions included in a written contract “for the settlement by arbitration of any controversy thereafter arising between [the parties] relating…
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KFC Nat'l Mgmt. Co. v. Terena Beauregard, 739 So. 2d 630 (Fla. 5th DCA 1999)…nts to arbitrate are binding and enforceable. A court must compel arbitration if an arbi-trable issue exists. Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 218, 105 S.Ct. 1238, 84 L.Ed.2d 158 (1985); Gale Group, Inc. v. Westinghouse Elec. Corp., 683 So. 2d 661, 663 (Fla. 5th DCA 1996); North American Van Lines v. Collyer, 616 So. 2d 177 (Fla. 5th DCA 1993); 9 U.S.C. § 2; § 682.02, Fla. Stat. (1997). Public policy favors arbitration as an efficient means of settling disputes, because it avoids the delays a…
Previewing 3 of 8 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- ROE v. AMICA Mut. Ins. Co., 533 So. 2d 279 (Fla. 1988)
- Intracoastal Ventures Corp. v. Safeco Ins. Co. of Am., 540 So. 2d 162 (Fla. 4th DCA 1989)
- Piercy v. The Sch. Bd. OF Wash. Cnty., 576 So. 2d 806 (Fla. 1st DCA 1991)
- William Passalacqua Builders, Inc. v. Mayfair House Ass'n, Inc., 395 So. 2d 1171 (Fla. 4th DCA 1981)
- Eugene W. Kelsey & SON, Inc. v. Architectural Openings, Inc., 484 So. 2d 610 (Fla. 5th DCA 1986)
- Larry Kent Homes, Inc. v. Empire OF Am. FSA, 474 So. 2d 868 (Fla. 5th DCA 1985)
- Branch v. State, 495 So. 2d 869 (Fla. 2d DCA 1986)
- Ziegler v. The Honorable Francis X. Knuck, 419 So. 2d 818 (Fla. 3d DCA 1982)
- Simeon Manalili v. Commercial Mowing AND Grading, 442 So. 2d 411 (Fla. 2d DCA 1983)
- Tele-Wire Supply Corp. v. Interstate Cable Enters., Inc., 523 So. 2d 1150 (Fla. 2d DCA 1987)