(Court composed of Judge DENNIS R. BAGNERIS, SR., Judge TERRI F. LOVE, Judge MAX N. TOBIAS, JR., Judge EDWIN A. LOMBARD, Judge PAUL A. BONIN).

Relator, Stephen J. Schmidt, seeks our review of the trial court's denial of his motion to stay the court litigation pending arbitration.1 After our de novo review of the ruling, we conclude that the trial court erred as a matter of law in denying the motion to stay in order that the matter could be submitted to binding arbitration. Accordingly, we grant a stay of these proceedings pending arbitration and remand the case to the district court.

I

On July 27, 2007, in a commercial transaction in New Orleans, Jourdan River Estates, LLC, borrowed $4.42 million from Regions Bank. In addition to the security of a mortgage or deed of trust on real estate situated in Mississippi, the bank also obtain the personal written guaranties of Mr. Schmidt and of Earl Weber, Jr. Mr. Schmidt and Mr. Weber are members of the limited liability company. The bank identified the promissory note and the Commercial Guaranty with its Loan No. 04100169109002, which number appeared on both documents.

Jourdan River Estates, LLC, filed Chapter 11 bankruptcy, and the bank instituted suit against the two guarantors to collect the debt. In its petition the bank identifies the promissory note as evidence of the indebtedness owed by the company, which indebtedness, the petition further explains, was guaranteed by Mr. Schmidt in the Commercial Guaranty. The promissory note contains an agreement to submit any dispute, claim or controversy to binding arbitration; the Commercial Guaranty does not contain such an agreement.

Initially, Mr. Schmidt excepted on the grounds of prematurity. See La. C.C.P. art. 926 A(1). At that time he also sought a stay so that he could proceed to arbitration. The trial court overruled the exception and the motion. A judgment denying an exception of prematurity is an interlocutory judgment. See La. C.C.P. art. 1841 ("A judgment that does not determine the merits but only preliminary matters in the course of the action is an interlocutory judgment."); see also Touro Infirmary v. Sizeler Architects, 06-0349 (La.App. 4 Cir. 12/20/06), 948 So.2d 261. Mr. Schmidt did not seek supervisory relief from that judgment. See La. C.C.P. arts. 1914 D and 2201. The failure to seek supervisory review is, however, of no moment. An interlocutory judgment may be reconsidered or revised upon proper motion at any time until the rendition of a final judgment. See Magallanes v. Norfolk Southern Railway Co., 09-0605, p. 4 (La.App. 4 Cir. 10/14/09), 23 So.3d 985, 988. Thus, when Mr. Schmidt seasonably re-urged his motion for a stay, nothing precluded the trial court from reconsidering its earlier ruling. When the trial court again denied the motion, Mr. Schmidt sought supervisory relief.

Mr. Schmidt argues that because Regions seeks to enforce a guaranty agreement in order to collect on a debt evidenced by the promissory note, which is identified with it and relied upon by the bank to collect the debt against Mr. Schmidt, the promissory note is inextricably tied to the dispute and claim, and therefore he is entitled to avail himself of its arbitration provision. We agree.

II

The determination as to whether to stay proceedings or to compel arbitration is a question of law. Saavedra v. Dealmaker Developments, LLC, 08-1239, p. 6 (La.App. 4 Cir. 3/18/09), 8 So.3d 758, 762.

Regions is opposed to proceeding before an arbitrator. The bank insists that Mr. Schmidt was not a party to the promissory note and did not sign it. The issue is whether Schmidt is entitled to assert the right to arbitration in the absence of his individual signature on the document—the promissory note—that has the arbitration clause. Regions, by instituting suit against Mr. Schmidt, may well have waived its right to compel arbitration. See Simpson v. Pep Boys-Manny, Moe, & Jack, Inc., 03-0358, p. 7 (La.App. 4 Cir. 4/10/03), 847 So.2d 617, 623. But its waiver cannot control Mr. Schmidt's entitlement.

Arbitration is favored under both the Louisiana and the United States jurisprudence. Aguillard v. Auction Management Corp., 04-2804, pp. 6-8 (La.6/29/05), 908 So.2d 1,7-8. In Lakeland Anesthesia, Inc. v. United Healthcare of Louisiana, Inc., 03-1662, p. 8 (La.App. 4 Cir. 3/17/04), 871 So.2d 380, 387, we stated:

The Louisiana Supreme Court in International River Center v. Johns-Manville Sales Corp., 02-3060, p. 6 (La.12/3/03), 861 So.2d 139, 143, acknowledged that the arbitration statute requires that the lower court shall order arbitration "once [the court] finds that there has been an agreement to arbitrate and a failure to comply therewith" and the waiver is reserved for the arbitrator to decide. See also Touro Infirmary v. Sizeler Architects, 04-2210 at p. 11, 947 So.2d at 746.

The Louisiana statutory provisions for arbitration include La. R.S. 9:4201, which states:

La. R.S. 9:4202 provides:

The Louisiana statutory provisions echo the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and Louisiana courts look to federal law in interpreting the Louisiana arbitration statutes. Firmin v. Garber, 353 So.2d 975, 977 (La.1977); Lakeland Anesthesia, Inc. v. CIGNA HealthCare of La. Inc., 01-1059, p. 3 (La.App. 4 Cir. 2/6/02), 812 So.2d 695, 698.

The arbitration clause in the Regions promissory note at issue provides:

Our review of the Regions arbitration clause indicates that its scope includes the dispute between the parties. We stated in Saavedra, supra, 08-1239 at p. 7, 8 So.3d at 763:

In Saavedra, we found that Mr. Saavedra's fraud claim was directed to the purchase agreement as a whole, rather than attacking the arbitration provision itself. We found that his claims, including his claim for fraud in the inducement, must be arbitrated. Saavedra, supra, 08-1239 at pp. 8-9, 8 So.3d at 765.

Aguillard, supra, 04-2804 at p. 7, 908 So.2d at 7, interprets La. R.S. 9:4202, stating "that if any suit or proceedings are brought upon any issue referable to arbitration, the court in which suit is pending shall stay the trial of the action pending arbitration." (emphasis added). Further, the Court stated:

Aguillard, supra, 04-2804 at p. 18, 908 So.2d at 24-25.

In Bartley, Inc. v. Jefferson Parish School Bd., 302 So.2d 280, 283 (La.1974) the Louisiana Supreme Court stated:

Unquestionably the promissory note and guaranty were standard forms, printed, with small print. The important issue is the consent of the parties to all the printed terms of the contract, and whether the contract unduly burdens the party with the weaker bargaining position. The Aguillard court would consider also the "limitations and hardships placed on the parties under the terms of the arbitration clause." Hoffman, supra, 05-1491 at p. 10, 936 So.2d at 859.

IV

The Saavedra court noted that, while the only parties to the purchase agreement in that case were Mr. Saavedra3 and Mr. Wallace, the Wallace defendants contended that

Pursuant to the theory of equitable estoppel4 which would permit arbitration, the Grigson court stated that equitable estoppel doctrine has allowed a non-signatory to a contract with an arbitration clause to compel arbitration under an equitable estoppel theory, including when the action is intertwined with, and dependent upon, that contract. Grigson, supra, 210 F.3d at 528. This court in Hurley v. Fox, 520 So.2d 467 (La.App. 4th Cir.1988) held that R.S. 9:4201 does not require the written agreement providing for arbitration to be signed by both parties to the agreement. "Absent a signature or a signing of an agreement, the effect or validity of the agreement may be shown by the actions and conduct of the parties." Hurley, supra, 520 So.2d at 469.

Regions in its brief points to Grabert v. Greco, 95-1781 (La.App. 4 Cir. 2/29/96), 670 So.2d 571, 572-73, denying arbitration when the appellant Greco did not sign a document called "Letter Agreement" confected by corporate officers which was thereafter approved by a corporate board of directors. When the corporation did not act in accordance with that Agreement, Grabert sought to enforce the arbitration clause in the Agreement. The trial court denied his petition to enforce, stating that he was not a proper party to enforce the arbitration clause. The text of the Agreement reveals that the proposed employment contract never came into existence; hence no arbitration agreement became operative. We affirmed the trial court's denial of arbitration. However, the instant case is distinguishable on its facts from Greco.

The incorporation of an arbitration clause by reference to another written contract is a suitable method of evidencing the parties' intent to arbitrate as long as the arbitration clause in the contract that is referred to has "a reasonably clear and ascertainable meaning." Dufrene v. HBOS Manufacturing, LP, 03-2201, p. 5 (La.App. 4 Cir. 4/7/04), 872 So.2d 1206, 1211; Russellville Steel Co., Inc. v. A & R Excavating, Inc., 624 So.2d 11, 13 (La.App. 5th Cir.1993). In the instant case, the Regions promissory note and commercial guaranty bear the same date of signing and the same loan number. Regions seeks to collect the debt evidenced by the promissory note from Mr. Schmidt. We find the promissory note and the Commercial Guaranty sufficiently intertwined to compel arbitration at the election of Mr. Schmidt.

V

The U.S. Constitution, Article VI, Clause 2 (the Supremacy Clause) states:

In Moses H. Cone Memorial Hospital v. Mercury Construction Corp., 460 U.S. 1, 103 S.Ct. 927, 74 L.Ed.2d 765 (1983), the U.S. Supreme Court stated:

As earlier noted, Louisiana statutory provisions echo the Federal Arbitration Act, 9 U.S.C. § 1 et seq.; Firmin v. Garber, supra, 353 So.2d at 977. Louisiana courts look to federal law in interpreting the Louisiana arbitration statutes. Lakeland Anesthesia, Inc. v. Cigna HealthCare of La., Inc., 01-1059, p. 3 (La.App. 4 Cir. 2/6/02), 812 So.2d 695, 698 (stating: "The Louisiana Arbitration Law (`LAL') is virtually identical to the United States Arbitration Act [citation omitted]; thus, Louisiana courts look to federal law in interpreting the LAL."). More pertinently, in this case the specific choice of the FAA is stated in the Regions promissory note:

Federal courts apply the doctrine of equitable estoppel. The court in Grigson, supra, 210 F.3d 524, 526, stated:

Id. at 528.

Id.

The federal fifth circuit in Washington Mutual Finance Group. LLC v. Bailey, 364 F.3d 260, 267 (5th Cir.2004), stated:

This court has applied the doctrine of equitable estoppel before. In Billieson v. City of New Orleans, 02-1993, pp. 9-10 (La.App. 4 Cir. 9/17/03), 863 So.2d 557, 563, we stated: "The doctrine of equitable estoppel applies to contract disputes." And a party must claim that it has changed its position in justifiable reliance on any voluntary conduct on the part of the plaintiffs. Id.

Accordingly, Regions Bank is equitably estopped from objecting to Mr. Schmidt's demand that his obligation be submitted to arbitration.

REMAND INSTRUCTIONS

We remand this matter to the district court. The district court shall take no further action in this matter while the matter is pending in arbitration.

DECREE

Writ granted. The trial court's interlocutory judgment denying Stephen J. Schmidt's motion for stay is vacated. These proceedings are stayed pending arbitration. The matter is remanded to the trial court, subject to the stay.

WRIT GRANTED;

STAY GRANTED;

REMANDED.

LOVE, J., Concurs with reasons.

LOMBARD, J., Concurs in the result.

LOVE, J., Concurs with reasons.

I concur with the majority. However, I write separately to note that utilizing the doctrine of equitable estoppel and the policy favoring arbitration does not prejudice Regions Bank because it was a party to the promissory note containing the arbitration clause. Thus, Regions Bank agreed to arbitrate all claims arising from the promissory note with Jourdan Rivers, LLC.

LOMBARD, J., Concurs in the result.

I concur in the result.