RINTIN CORPORATION, S.A., APPELLANT,
v.
DOMAR, LIMITED, APPELLEE
AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.
The court held that the parties' agreement to arbitrate arbitrability was clear and unmistakable due to their incorporation of the Florida International Arbitration Act, which assigns arbitrability decisions to the arbitral tribunal.
[1] A court must find clear and unmistakable evidence of the parties' intent to submit the issue of arbitrability to an arbitral panel.
[2] Reference to a state arbitration act that vests the arbitral tribunal with the power to decide arbitrability constitutes clear and unmistakable evidence of the parties' i…
Previewing 2 of 4 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligenceRintin and Domar formed a holding company and executed a shareholders' agreement with an arbitration clause and a Florida choice-of-law provision. Rin…
The full statement of facts, procedural history, and disposition for this case are member content.
Join FLexlaw to unlock all legal intelligence© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.
Explore caselaw by topic → Browse Arbitration Agreement Interpretation cases and more on FLexlaw
GODERICH, Judge.
The plaintiff, Rintin Corporation, S.A. [Rintin], appeals from an order granting the defendant’s motion to stay the proceedings pending arbitration. We affirm.
In 1995, the Dominican Republic sought to privatize a cement factory. Rintin, a Panama corporation, and Domar, Limited [Domar], a Bermuda corporation, formed a holding company to operate the cement factory. To that effect, Rintin and Domar executed a shareholders’ agreement containing an arbitration clause that read, in pertinent part, as follows:
Any controversy arising from the interpretation, performance or termination of this agreement or its noncompliance that cannot be settled by the parties ... will be submitted to arbitration ... according to the provisions of Florida International Arbitration Act (FÍAA) and the rules of the American Arbitration Association (AAA).
Additionally, the shareholders’ agreement contained a “choice of law” provision that stated, “This agreement will be submitted to the laws of the State of Florida, United States of America.”
Sometime after the privatization of the cement factory, Rintin became aware of allegedly fraudulent and wrongful acts of third parties that may have adversely affected the value of its investment in the holding company. Rintin brought suit against these parties in Panama and the Dominican Republic.
Thereafter, Domar filed a demand for arbitration with the AAA seeking the following relief: 1) to enjoin Rintin from pursuing its lawsuits in Panama and the Dominican Republic, 2) to award Domar damages for injuries caused by those lawsuits, and 3) to force a valuation of the holding company and a buy-out of Rintin’s shares.
Rintin answered the demand for arbitration attacking the arbitrability of the disputes raised by Domar’s demand for arbitration. Rintin then filed an action in circuit court seeking a declaration that the disputes raised by Domar’s demand for arbitration were not arbitrable and requesting an injunction. In turn, Domar filed a motion to stay the proceedings pending arbitration or, in the alternative, a motion to dismiss, arguing that the disputes raised by Rintin required arbitration.
After conducting a hearing on the motion, the trial court granted Domar’s motion to stay the proceedings pending arbitration and denied the motion to dismiss. The trial court reasoned that the arbitrators must rule on the arbitrability of the disputes presented because in the shareholders’ agreement, the parties had referenced the Florida International Arbitration Act [FIAA], §§ 684.01-684.35, Fla. Stat. (1999), and the FIAA specifically provides that “whether the dispute is arbitra-ble ... shall be for the arbitral tribunal to decide.” § 684.22(1), Fla. Stat. (1999). Rintin’s appeal follows.
Rintin contends that the trial court erred by granting Domar’s motion for a stay pending arbitration because the shareholders’ agreement lacked “clear and unmistakable evidence” of the parties’ intent to submit the issue of arbitrability of the disputes to the arbitral panel. We disagree.
In First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 944, 115 S.Ct. 1920, 131 L.Ed.2d 985 (1995), the Supreme Court stated, “Courts should not assume that the parties agreed to arbitrate arbi-trability unless there is ‘clea[r] and unmis-takabl[e]’ evidence that they did so.” The Court also explained, “[Arbitration is simply a matter of contract between the par ties; it is a way to resolve those disputes— but only those disputes — that the parties have agreed to submit to arbitration.” First Options, 514 U.S. at 943, 115 S.Ct. 1920 (1995). Further, courts are required to enforce privately negotiated agreements to arbitrate, like other contracts, in accordance with their terms. See Volt Info. Sciences, Inc. v. Board of Trustees of the Leland Stanford Junior Univ., 489 U.S. 468, 479, 109 S.Ct. 1248, 103 L.Ed.2d 488 (1989).
In the instant case, although the parties did not include specific language indicating that the issue of arbitrability of a dispute will be submitted to an arbitral panel, they did include a specific reference to the FIAA which contains such a provision. The inclusion of this reference is “clear and unmistakable” evidence of the parties’ intent to be governed by the FIAA and its provision requiring the submission of the issue of arbitrability of a dispute to the arbitral panel.
Similarly, the shareholders’ agreement contains a “choice of law” provision that specifies that controversies regarding the shareholders’ agreement will be submitted to the laws of the State of Florida. By including this “choice of law” provision, the parties expressed their intent to be bound by the laws of Florida, including, but not limited to, the FIAA. See Volt, 489 U.S. at 479, 109 S.Ct. 1248 (“Where as here, the parties have agreed to abide by state rules of arbitration, enforcing those rules according to the terms of the agreement is fully consistent with the goals of the [Federal Arbitration Act].”).
Accordingly, the trial court properly entered a stay of the proceedings pending arbitration.
Affirmed.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
Morton v. Polivchak, 931 So. 2d 935 (Fla. 2d DCA 2006)…objection to arbitrability in an arbitration proceeding when the arbitration panel has the authority to decide issues of arbitrability. The provision does not itself grant the arbitration panel that authority. Cf. Rintin Corp., S.A. v. Domar, Ltd., 766 So. 2d 407, 409 (Fla. 3d DCA 2000) (holding that arbitration agreement providing for submission of disputes to arbitration pursuant to the Florida International Arbitration Act, §§ 684.01-684.35, Fla. Stat. (1999), authorized “submission of the issue of arbitr…
-
Glasswall, LLC v. Monadnock Constr., Inc., 187 So. 3d 248 (Fla. 3d DCA 2016)…jections as a preliminary matter or as part of the final award. While arbitrability is generally an issue for a trial court to decide, “courts are required to enforce privately negotiated agreements to arbitrate.” Rintin Corp., S.A. v. Domar, Ltd,, 766 So. 2d 407, 408-09 (Fla. 3d DCA 2000). In Rintin, this court addressed a contract which like the one presently before us, did not include specific language indicating that the. issue of arbitrability of a dispute would be submitted to an arbitral panel but did…
-
Reunion W. Dev. P'rs, LLLP v. Afranio Sanford Guimaraes, Jr., 221 So. 3d 1278 (Fla. 5th DCA 2017)…arbitrator if the parties’ contract so provides. Morton v. Polivchak, 931 So. 2d 935, 938-39 (Fla. 2d DCA 2006); accord Glasswall, 187 So. 3d at 251; Grant v. Rotolante, 147 So. 3d 128, 130-31 (Fla. 5th DCA 2014); Rintin Corp., S.A. v. Domar, Ltd., 766 So. 2d 407, 409 (Fla. 3d DCA 2000). “[W]hen ... parties explicitly incorporate rules that empower an arbitrator to decide issues of arbitrability, the incorporation serves as clear and unmistakable evidence of the parties’ intent to delegate such issues to an…
Previewing 3 of 7 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (U.S. 1995)
- Volt Info. Scis., Inc. v. Bd. of Trs. of Leland Stanford Junior Univ., 489 U.S. 468 (U.S. 1989)