Unified Womens Healthcare Lp Kathy Kraay And Genevieve Roberts V

Key Facts

Transaction Type

Issues

• The trial court held that tort claims are not arbitrable, but the appellate court rejected this reasoning. The parties delegated questions of arbitrability to the arbitrator via the agreed-upon arbitration rules (AHLA and AAA), which explicitly empower arbitrators to determine arbitrability. Even if the court had authority, tort claims with a sufficient nexus to the contracts fall within the broad language of 'arising out of or related to' the agreements.
• The trial court did not address this issue. The appellate court held that Dr. Konsker is bound by the management services agreement's arbitration clause because he signed the letter of transmittal acknowledging his role as a pivoting owner. This incorporated the management services agreement into the asset purchase agreement, creating an intent to be bound by its terms.
• The trial court ruled that the arbitration clauses were ambiguous in two ways: (1) a conflict between the venue clause and arbitration clause in the employment agreement, and (2) differing arbitration rules in the employment and management services agreements. The appellate court reversed, holding that the clauses are not mutually repugnant and can be reconciled, with no material irreconcilable differences identified between the AHLA and AAA rules.

Holdings

• The court found the trial court erred in ruling the arbitration clauses are fatally ambiguous. The venue and arbitration clauses in the employment agreement can coexist, and differences between the AHLA and AAA rules do not justify invalidating the arbitration agreement.
• The court held that Dr. Konsker is bound by the arbitration clause in the management services agreement because he signed a letter of transmittal acknowledging his role as a pivoting owner under the asset purchase agreement, which incorporates the management services agreement.
• The court determined the arbitrator, not the trial court, must decide whether Dr. Konsker's tort claims are arbitrable under the parties' agreed-upon AHLA and AAA rules, which delegate arbitrability questions to the arbitrator.

Remedies

Legal Principles

• The court held that the parties' agreement to arbitrate under the rules of the American Health Lawyers Association (AHLA) and the American Arbitration Association (AAA) must be honored, as the rules empower the arbitrator to determine arbitrability. This aligns with the principle that agreements must be kept (pacta sunt servanda).
• The court found that a valid written agreement to arbitrate exists because there was a clear meeting of the minds between the parties. This is based on the principle of offer and acceptance, essential for contract formation.
• The court applied the purposive approach to contract interpretation, resolving ambiguities in the arbitration clauses by favoring arbitration. It emphasized that courts should not render clauses meaningless when a reasonable interpretation exists that gives effect to arbitration.

Precedent Name

• Harris v. School Bd. of Duval Cnty.
• Airbnb, Inc. v. Doe
• Bethany Trace Owners' Ass'n, Inc. v. Whispering Lakes I, LLC
• Phoenix Motor Co. v. Desert Diamond Players Club, Inc.
• U.S. Fire Ins. Co. v. Am. Walks at Port St. Lucie, LLC
• Kendall Imports, LLC v. Diaz
• Jackson v. Shakespeare Found., Inc.

Key Disputed Contract Clauses

• The employment agreement's venue clause, which mandates litigation in Florida courts for disputes arising from the agreement, was argued by the plaintiff to conflict with the arbitration clause. The trial court deemed this conflict a fatal ambiguity, but the appellate court rejected this, explaining that the venue clause applies only to non-arbitrated disputes and does not negate the arbitration clause.
• The employment agreement's arbitration clause, requiring disputes to be arbitrated under the AHLA rules, was contrasted with the management services agreement's AAA rules. The trial court ruled this difference created fatal ambiguity, but the appellate court held that the parties' intent to arbitrate was clear and that no material irreconcilable differences between the rules were identified to invalidate the agreement.
• The management services agreement's arbitration clause, which requires disputes to be resolved by binding arbitration in Palm Beach County under the American Arbitration Association (AAA) rules, was a key point of contention. The trial court did not address this issue directly, but the appellate court held that Dr. Konsker is bound by the clause because he signed the letter of transmittal acknowledging his role as a pivoting owner under the asset purchase agreement, which incorporates the management services agreement.

Cited Statute

• Florida Arbitration Code (Chapter 682, Florida Statutes)
• Federal Arbitration Act (9 U.S.C. § 1 et seq.)

Judge Name

• Scott Kerner
• Conner
• Forst
• Shaw

Passage Text

• Here, the parties agreed to arbitrate under the AHLA rules... the parties clearly and unmistakably evidenced an intent to delegate any questions of arbitrability to the arbitrator.
• However, Dr. Konsker is bound by the terms of the management services agreement, including the arbitration clause, because he signed the letter of transmittal acknowledging that he was becoming a party to the asset purchase agreement as a pivoting owner and was bound by the terms of the asset purchase agreement.
• The trial court erred in ruling that the difference between the two arbitration clauses renders the clauses unenforceable without attempting to reconcile them.