BERNARD E. KARLEN, APPELLANT,
v.
GULF & WESTERN INDUSTRIES, INC., ET AL., APPELLEES
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Karlen appealed an injunction preventing a second arbitration proceeding against multiple defendants. The court affirmed the injunction, holding that Karlen's second demand for arbitration was improper because it lacked written provisions, and that the arbitration covenant in the 1967 agreement was personal to Karlen and Gulf & Western and could not bind other corporations without express written agreement.
The court held that the second demand for arbitration was improper because no written provisions requiring arbitration were attached to it, and that the arbitration provision was a personal covenant between Karlen and Gulf & Western that did not bind the other corporations unless they had expressly undertaken such an obligation in writing.
[1] A demand for arbitration must be accompanied by a written provision requiring arbitration.
[2] An arbitration provision in a contract is a personal covenant that does not bind successor parties unless there is written evidence of their undertaking to be bound.
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Join FLexlaw to unlock all legal intelligence“the arbitration provision in the 1967 agreement was a personal covenant between Karlen and Gulf & Western, which was not assumed by any of the other corporations involved in this litigation”
Establishes that arbitration covenants are personal to the parties and do not automatically bind third parties
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Join FLexlaw to unlock all legal intelligenceIn 1967, Karlen and Gulf & Western Industries, Inc. entered into an agreement containing an arbitration clause requiring disputes be submitted to arbi…
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PER CURIAM.
In 1967, Karlen and others entered into an agreement with Gulf & Western Industries, Inc., which among other things stated as follows:
* * * sis * *
“18. Any dispute between the parties arising out of or related to this contract shall be submitted to arbitration before the American Arbitration Association in the State of Florida at the nearest city having American Arbitration Association facilities pursuant to its rules.”
* * * * 5fS * Thereafter, Karlen and the appellees (except Tele-Communications, Inc.) engaged in an arbitration proceeding which terminated in June of 1973. The right of Karlen to require the appellees (except Tele-Commu-nications, Inc.) to arbitrate was not determined in the earlier proceeding. Karlen then attempted to originate a second arbitration proceeding against the appellees by a demand for arbitration, which did not attach any written provision requiring arbitration by any of the parties. In fact, this particular part of the demand for arbitration was x’d out. Subsequently, the appel-lees brought the instant action to enjoin this second arbitration proceeding. After receiving stipulated facts and evidence, the trial court enjoined the arbitration proceedings against all the parties, except Gulf & Western in accordance with the 1967 agreement, for any alleged claims that arose subsequent to the termination of the 1973 arbitration.1 This appeal ensued.
We affirm the action of the trial judge, first because there was no proper demand for the arbitration when no written provisions requiring arbitration were attached to the demand. G & N Construction Company v. Kirpatovsky, Fla.App.1966, 181 So. 2d 664; Wood-Hopkins Contracting Company v. C. H. Barco Contracting Company, Inc., Fla.App.1974, 301 So. 2d 479; United States v. Moorman, 338 U.S. 457, 70 S.Ct. 288, 94 L.Ed. 256; Arbitration Rules of the American Arbitration Association, § 7(b). Further, the arbitration provision in the 1967 agreement was a personal covenant between Karlen and Gulf & Western, which was not assumed by any of the other corporations involved in this litigation. Orion Shipping & Trading Co. v. Eastern States Petroleum Corporation of Panama, S.A., 2nd Cir. 1963, 312 F. 2d 299; Beacon Construction Company of Massachusetts, Inc. v. Prepakt Concrete Company, 1st Cir. 1967, 375 F. 2d 977; Application of Jacoby, S.Ct. N.Y.Co.1942, 33 N.Y.S.2d 621; 5 Am. Jur.2d, Arbitration and Award, § 22. To bind successor parties in interest to a personal covenant tp arbitrate between Karlen and Gulf & Wesfern would have taken some written evidenp of such undertaking. There was no provision in the Karlen and Gulf & Western 1967 agreement that such a covenant to arbitrate was to be binding on the successors or assigns of either Karlen or Gulf & Western; this was simply a personal covenant to arbitrate between these parties. This right still remains and, therefore, the final judgment here under review be and the same is hereby affirmed.
Affirmed.
. Gulf & Western does not allege any error in this ruling.
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Tartell v. Chera, 668 So. 2d 1105 (Fla. 4th DCA 1996)…t containing the arbitration clause. See Sun City Diner of Boca Raton, Inc. v. Century Fin. Advisors, Inc., 662 So. 2d 967 (Fla. 4th DCA 1995); Barnett Sec., Inc. v. Faerber, 648 So. 2d 265 (Fla. 2nd DCA 1995); Karlen v. Gulf & Western Indus., Inc., 336 So. 2d 461 (Fla. 3d DCA 1976). While appellees contend that the appellants seek to be third party beneficiaries under the contract and are therefore subject to its arbitration clause, see Zac Smith & Co. v. Moonspinner Condominium Ass’n, 472 So. 2d 1324 (Fla…
Previewing 3 of 6 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- United States v. Moorman, 338 U.S. 457 (U.S. 1950)
- G & N Constr. Co. v. Sergi V. Kirpatovsky and Nona J. Kirpatovsky, 181 So. 2d 664 (Fla. 3d DCA 1966)
- Orion Shipping & Trading Co., Inc. v. E. States Petroleum Corp. OF Panama, S.A., 312 F.2d 299 (2d Cir. 1963)
- Wood-Hopkins Contracting Co. v. C. H. Barco Contracting Co., Inc., 301 So. 2d 479 (Fla. 1st DCA 1974)
- Beacon Constr. Co. OF Mass., Inc. v. Prepakt Concrete Co., 375 F.2d 977 (1st Cir. 1967)