Sullivan v. Protex Weatherproofing, Inc., et al.
| Docket Number: | 2003-CA-02274-SCT | |
| Supreme Court: | Opinion Link Opinion Date: 03-31-2005 Opinion Author: Dickinson, J. Holding: Affirmed |
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| Additional Case Information: |
Topic: Contract - Arbitration Judge(s) Concurring: Smith, C.J., Cobb, P.J., and Carlson, J. Judge(s) Concurring Separately: Randolph, J., Non Participating Judge(s): Diaz, J. Concur in Part, Dissent in Part 1: Randolph, J. Concur in Part, Dissent in Part Joined By 1: Waller, P.J., Easley and Graves, JJ. Procedural History: Dismissal Nature of the Case: CIVIL - CONTRACT |
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| Trial Court: |
Date of Trial Judgment: 10-14-2003 Appealed from: Rankin County Circuit Court Judge: William E. Chapman, III Disposition: Entered an order compelling arbitration and dismissing the complaint without prejudice. Case Number: 2002-384 |
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| Party Name: | Attorney Name: | |||
| Appellant: | Rudolph D. Sullivan, Jr. |
GREGORY MOREAU JOHNSTON |
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| Appellee: | Protex Weatherproofing, Inc. and ATX Telecom, Inc. | PATRICK RYAN BECKETT PAULA GRAVES ARDELEAN EMERSON BARNEY ROBINSON |
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| Topic: | Contract - Arbitration |
| Summary of the Facts: | Rudolph Sullivan, Jr., and Mike Scrimpshire invented a device which they manufactured and sold through their company, Protex, Inc. Eventually, they entered into an agreement with ATX, a Canadian telecommunications company, to sell their company. The various parties signed the documents necessary to close the transaction, including an Asset Purchase Agreement and employment contracts for both Sullivan and Scrimpshire. After the closing, Sullivan became vice president and a director of Protex Weatherproofing and worked for approximately one year, when he was terminated. Claiming his termination was without cause, Sullivan demanded the lump sum payment provided in his employment contract. When Protex Weatherproofing refused to pay, he filed suit against Protex Weatherproofing and ATX. The defendants filed a joint motion to compel arbitration. The judge entered an order compelling arbitration and dismissing the complaint without prejudice. Sullivan appeals. |
| Summary of Opinion Analysis: | Sullivan argues that arbitration of his claims against ATX should not be compelled because he made claims against ATX under the Asset Purchase Agreement, which had no arbitration provision, and these claims are independent of the employment contract. Sullivan’s complaint alleges four causes of action against Protex Weatherproofing and ATX: fraud, breach of contract, gross breach of duty of good faith and fair dealing and misrepresentation. Sullivan bases each of these causes of action on his claim that he was not paid what he was due under the employment contract. Under these circumstances, Sullivan bound himself to arbitrate the claims. In addition, the Asset Purchase Agreement and the employment contract were part of a global transaction which may be construed as one instrument. Both agreements were not only part of the same overall transaction but were by their very terms part of the same agreement. The Asset Purchase Agreement incorporated the employment contract and made it an integral part thereof. It would therefore seem clear that the terms of the employment contract became terms of the Asset Purchase Agreement. Because the employment contract contained an arbitration provision, the provision was part of the Asset Purchase Agreement. |
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