Andrews v. Ford
| Docket Number: | 2007-CA-00497-COA Linked Case(s): 2007-CA-00497-SCT |
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| Court of Appeals: |
Opinion Link Opinion Date: 09-23-2008 Opinion Author: Griffis, J. Holding: AFFIRMED |
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| Additional Case Information: |
Topic: Contract - Arbitration Judge(s) Concurring: King, C.J., Lee and Myers, P.JJ., Irving, Chandler, Barnes, Ishee, Roberts, and Carlton, JJ. Procedural History: Interlocutory Appeal; Motion to Compel Arbitration Nature of the Case: CIVIL - CONTRACT; Interlocutory Appeal |
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| Trial Court: |
Date of Trial Judgment: 03-08-2007 Appealed from: RANKIN COUNTY CIRCUIT COURT Judge: Samac Richardson Disposition: MOTION TO COMPEL ARBITRATION DENIED Case Number: 2006-144-R |
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| Party Name: | Attorney Name: | Brief(s) Available: | ||
| Appellant: | DAVID MICHAEL ANDREWS |
JAMES GARY MCGEE |
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| Appellee: | TINA FORD, ADMINISTRATRIX OF THE ESTATE OF ROBERT LEE FORD, III, DECEASED | R. ANDREW TAGGART |
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Synopsis provided by:  If you are interested in subscribing to the weekly synopses of all Mississippi Supreme Court and Court of Appeals hand downs please contact Tammy Upton in the MLI Press office. |
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| Topic: | Contract - Arbitration |
| Summary of the Facts: | David Andrews and Robert Ford III formed a company known as Sleep World, LLC. When Ford died, his wife, Tina Ford, was appointed as the administratrix of his estate. Tina, as administratrix of Ford’s estate, commenced a lawsuit against Andrews asserting two claims. The first claim was for breach of contract for Andrews’s failure to pay the purchase price as determined by the Buy-Sell Agreement. The second claim asked the court to order specific performance of the Buy-Sell Agreement. Andrews filed his answer and affirmative defenses and later filed a motion to compel arbitration. The motion was denied, and Andrews appeals. |
| Summary of Opinion Analysis: | Andrews and Ford signed a Buy-Sell Agreement and an Operating Agreement. Andrews argues that Tina’s breach-of-contract claim based on the Buy-Sell Agreement should be submitted to arbitration because the Operating Agreement contains an arbitration clause and the Operating Agreement and the Buy-Sell Agreement are, in fact, one integrated contract. Separate agreements executed contemporaneously by the same parties, for the same purposes, and as part of the same transaction, are to be construed together. Here, the Operating Agreement specifically references the Buy-Sell Agreement. Both of these documents were drafted to create Sleep World and to establish the rights, duties, obligations, and responsibilities of the “Members” of Sleep World. Further, the record clearly shows that both of the agreements were part of the same transaction, i.e., the formation of Sleep World. Therefore, they will be construed together. In determining the validity of a motion to compel arbitration, the court must determine whether there is a valid arbitration agreement. It is clear from the documents that there is a valid arbitration agreement. The court must then determine whether the parties' dispute is within the scope of the arbitration agreement. The status of Ford’s estate under the Operating Agreement is crucial to the determination of whether the parties' dispute is within the scope of the arbitration agreement. The arbitration clause only provides for arbitration of a “Dispute” between the “Members.” The claims asserted by Ford’s estate against Andrews are not a “Dispute” between the “Members.” Ford’s estate is excluded by the specific terms of the Operating Agreement from being considered a “Member.” Section THREE of the Buy-Sell Agreement requires the sale of a “Member’s” interest in Sleep World on his death. The Operating Agreement precludes a “Member” from assigning, transferring, or bequeathing his interest. Thus, a deceased “Member” may never leave his interest in Sleep World to his heirs. Therefore, the circuit court did not err in denying Andrews’ motion to compel arbitration. |
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