HERMAN J. WEBER, Senior District Judge.
Pending is the defendant's "Motion to Compel Arbitration and Dismiss Proceedings" (doc. no. 8). Plaintiff opposes the motion, and the defendant has replied. Having fully considered the record, including the pleadings, briefs, and exhibits, the Court will
This case arises from a business deal between Miller Bros. Wallpaper Company ("Miller Bros.") and Akzo Nobel Paints LLC ("Akzo Nobel"). These companies entered into a written agreement for Miller Bros. to be an authorized dealer of Akzo Nobel products in southern Ohio and northern Kentucky. In conjunction with that agreement, Miller Bros. purchased from Akzo Nobel certain assets related to four stores in the Cincinnati, Dayton, and Covington areas, for a total value of $784,791.33 (doc. no. 8-4 at 38, Valuation). The parties executed a number of documents at the closing on September 25, 2009, including an Asset Purchase Agreement, a promissory note, and an Authorized Dealer Agreement. The latter document contains a broadly worded arbitration clause that expressly provides: "any controversy or claim arising out of or relating to this Agreement or breach of this Agreement shall finally be settled by binding arbitration" (doc. no. 8-5, ¶ 21).
Several years later, Miller Bros. filed for bankruptcy on October 25, 2012 (S.D.Ohio Case No. 1:12-BK-15725). On January 31, 2013, SW Acquisitions Co., Inc. ("plaintiff") purchased all the assets of Miller Bros. Plaintiff acknowledges that it is the successor to Miller Bros. (doc. no. 11 at 2). Similarly, PPG Architectural Finishes, Inc. is the successor-by-merger to PPG Architectural Coatings, LLC (f.k.a. Akzo Nobel Paints LLC).
On September 30, 2013, plaintiff filed a civil complaint in the Hamilton County Court of Common Pleas in Cincinnati, Ohio (doc. no. 3). In that complaint, plaintiff sues Akzo Nobel for: 1) fraud (¶¶ 4-19), breach of contract (¶¶ 20-23), and punitive damages (¶¶ 24-26).
Specifically, in the first cause of action ("fraud"), plaintiff complains that Akzo Nobel withheld certain financial information and/or provided false information, and that Miller Bros. was thereby "fraudulently induced" to enter into the deal to purchase the assets of Akzo Nobel (¶¶ 15-17). Plaintiff complains that "Akzo Nobel's financials showed a store gross profit for the four stores purchased of 39-43% but once Miller Bros. was requested by Akzo Nobel to sell product at the same selling prices as Akzo Nobel previously sold, the gross profit dropped to 13-20%" (¶ 19).
In its second cause of action ("breach of contract"), plaintiff alleges that Miller Bros. and Akzo Nobel had expressly agreed that Miller Bros. would have "the exclusive right to sell Akzo Nobel products within a specified geographical area as contained in the asset purchase agreement" (¶ 21).
In its third "cause of action," plaintiff seeks punitive damages because Akzo Nobel allegedly "knowingly and intentionally" sold product directly to customers in the protected dealership area of Miller Bros. (¶ 25). Plaintiff contends that this "resulted in the bankruptcy of Miller Bros." (¶ 26).
Defendant removed the case to federal court on October 30, 2013, based on diversity jurisdiction pursuant to 28 U.S.C. § 1332(a) (doc. no. 1 at ¶¶ 4-7). Defendant asserts that the plaintiff expressly agreed to resolve all disputes through final and binding arbitration. Defendant has promptly sought to enforce the arbitration clause and has moved to compel arbitration, which plaintiff opposes. This matter is fully briefed and ripe for consideration.
The Federal Arbitration Act, 9 U.S.C. § 1, et seq. ("FAA") provides that a party to an arbitration agreement, who is aggrieved by another party's refusal to submit an arbitrable dispute to arbitration, may petition any federal district court which would otherwise have jurisdiction over the underlying matter in order to compel arbitration. 9 U.S.C. § 4. Section 2 of the FAA provides:
9 U.S.C. § 2. The primary purpose of the FAA is to ensure "that private agreements to arbitrate are enforced according to their terms."
When considering whether to compel arbitration under the FAA, a court will consider: (1) whether the parties agreed to arbitrate; and (2) the scope of the arbitration agreement.
The Authorized Dealer Agreement, by its express terms, broadly provides that "[a]ny controversy or claim arising out of or relating to this Agreement or breach of this Agreement shall finally be settled by binding arbitration before a single arbitrator . . . who will be jointly appointed by the Parties" (doc. no. 8-5, ¶ 21). Plaintiff concedes that the breach of contract claim for violation of the Authorized Dealer Agreement is subject to arbitration. The punitive damages claim is also subject to arbitration because it "arises from" or "relates to" the Authorized Dealer Agreement, i.e. plaintiff alleges the defendant sold Akzo Nobel products directly to customers in Miller Bros.' protected dealership area.
With respect to the fraud claim, plaintiff urges that this claim is based on the Asset Purchase Agreement. Plaintiff contends that such agreement is separate and not subject to arbitration because it contains no arbitration provision separate from the clause in the Authorized Dealer Agreement (doc. no. 11 at 3). Plaintiff concedes that the breach of contract/punitive damage claims for violation of the Authorized Dealer Agreement are subject to arbitration and that "those claims are interwoven with the [alleged] fraud related to the Asset Purchase Agreement" (doc. no. 11 at 5-6).
Defendant points out that the Asset Purchase Agreement and Authorized Dealer Agreement are two integral parts of the same business deal that was consummated on the same day. Defendant points out that even Miller Bros.'s own board resolution on September 25, 2009 expressly refers to both documents and authorizes officers of the corporation "to effect the consummation of the transactions contemplated thereby, and to carry out fully the intent and to accomplish the purposes thereof" (doc. no. 12 at 2, fn. 1). The documents were executed together on the same date. Defendant correctly asserts that "the Asset Purchase Agreement and the Authorized Dealer Agreement were two interconnected and necessary pieces of the same deal" (doc. no. 12 at 3). As for the fraud claim, plaintiff's own complaint reflects that such claim complains of the level of profitability of the Akzo Nobel product sold at the four stores, an issue that certainly "relates to" the parties' agreement to sell Akzo Nobel products at those stores as a regional dealer.
Whether an arbitration agreement requires arbitration of a particular dispute is a matter of contract interpretation.
Where claims are referred to arbitration, the FAA provides for a stay of the court proceedings "until such arbitration has been had in accordance with the terms of the agreement." 9 U.S.C. § 3. In cases, such as the present one, where all the claims are subject to final and binding arbitration, courts may properly dismiss the complaint. See
"The weight of authority clearly supports dismissal of the case when all of the issues raised in the district court must be submitted to arbitration."
Local Rule 7.1(b)(2) provides that courts have discretion whether to grant requests for oral argument. The parties have fully briefed the relevant issues. The Court finds that the pleadings and exhibits are clear on their face, and that oral argument is not warranted.
Accordingly, the defendant's "Motion to Compel Arbitration" (doc. no. 7) is
IT IS SO ORDERED.