Fradella, et al. v. Seaberry, et al.
| Docket Number: | 2005-CT-00404-SCT Linked Case(s): 2005-CA-00404-COA ; 2005-CT-00404-SCT ; 2005-CA-00404-COA ; 2005-CA-00404-COA |
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| Supreme Court: |
Opinion Date: 10-19-2006 Holding: Petition for writ of certiorari filed by counsel for Michelle Fradella and GBS Properties LLC, d/b/a Prudential Gardner Realtors is granted. |
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| Additional Case Information: |
Topic: Contract - Arbitration agreement - Non-signatory to contract Judge(s) Concurring: Smith, C.J., Waller and Cobb, P.JJ., Carlson, Dickinson and Randolph, JJ. Dissenting Author : To Deny: Diaz, Easley and Graves, JJ. Nature of the Case: Petition for Writ of Certiorari Writ of Certiorari: Granted |
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| Trial Court: |
Date of Trial Judgment: 02-01-2005 Appealed from: Pearl River County Chancery Court Judge: Sebe Dale, Jr. Case Number: 04-0437GN-D |
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| Note: | This opinion finds that the arbitration clause is valid and enforceable, we reverse the judgment of the Court of Appeals and remand this case to the Chancery Court of Pearl River County with directions to compel the parties herein to submit to arbitration consistent with this opinion. | |
| Party Name: | Attorney Name: | |||
| Appellant: | Michelle Fradella and GBS Properties, LLC, d/b/a Prudential Gardner Realtors ("Prudential Gardner") |
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| Appellee: | James E. Seaberry and Wife, Rosella M. Seaberry |
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| Topic: | Contract - Arbitration agreement - Non-signatory to contract |
| Summary of the Facts: | Sammy and Joy Germany listed their home with Michelle Fradella, an agent associated with Prudential Gardner Realtors. James and Rosella Seaberry became interested in the purchase of the Germanys’ property, and the Germanys and the Seaberrys entered into a written, dual-agency contract whereby they agreed that Fradella and her agency would serve in the role of a dual agent for both the Germanys and the Seaberrys. The Seaberrys executed a written Agreement to Purchase or Sell wherein they offered to purchase the Germanys’ property (described as 18 acres) for the sum of $300,000, but this offer was contingent upon the Seaberrys selling their home in New Orleans, Louisiana. This Agreement was signed by Fradella on behalf of Prudential Gardner. The Germanys rejected the Seaberrys’ offer, but counter-offered to sell their property for the sum of $317,000. The Seaberrys signed the written counter-offer which described the property as “16.68 Acres, +/–.” Subsequently, the property was appraised for $350,000 and was described in the appraisal as being only 13.52 acres. By the time the Contract for the Sale and Purchase of Real Estate was executed by the parties, the Germanys and the Seaberrys had agreed on a purchase price of $346,500. Neither Fradella, nor anyone on behalf of Prudential Gardner signed this real estate contract. The Seaberrys sold their New Orleans home and closed on the Global Lane property. Approximately two weeks after the closing, Fradella provided the Seaberrys with a copy of the appraisal describing the property as being only 13.52 acres. The Seaberrys then hired a surveyor and learned that the deed description of the property was only 12.70 acres. The Seaberrys filed suit. Fradella filed a motion to compel arbitration, and two days later, Prudential Gardner filed a written joinder, thereby joining Fradella’s motion to compel arbitration. The chancellor denied the motion to compel arbitration. Fradella appealed, and the Court of Appeals held that the arbitration contract was void on its face. The Supreme Court granted certiorari. |
| Summary of Opinion Analysis: | The chancellor found that paragraphs 11 and 26 of the real estate contract created an ambiguity concerning whether the Seaberrys agreed to arbitrate. However, paragraphs 11 and 26 create no ambiguity. Paragraph 11 confers upon the seller/buyer certain rights and remedies upon a breach of the contract by the buyer/seller. Other than the provision that the broker is entitled to a portion of the earnest money deposit, the full commission, or court-ordered damages in the event the seller/buyer commences litigation against the buyer/seller, paragraph 11 pertains solely to the relationship between the seller and the buyer. As opposed to the provisions of paragraph 11, which discusses the relationship between buyer and seller, the provisions of paragraph 26 discusses the relationship between both the buyer/seller with their realtor/broker. While the Seaberrys and the Germanys contracted with each other to be able to go to court to resolve any disputes between them, the Seaberrys and the Germanys contracted with Fradella to resolve any disputes with their agent/broker by way of arbitration. Therefore, the chancellor erred in denying the motion to compel arbitration on the basis of an ambiguity between paragraphs 11 and 26. Relying on Parkerson v. Smith, 817 So. 2d 529 (Miss. 2002), the chancellor found that one who was not a signatory to a contract could not take advantage of an arbitration clause within that contract. However, Parkerson has no applicability to today’s case. In Parkerson, not only was the one seeking the benefit of the arbitration clause a non-signatory to the contract containing the arbitration clause, he was not even mentioned in the arbitration clause. However, in today’s case, Fradella/Prudential Gardner was clearly mentioned in the arbitration clause. Therefore, the chancellor erred in finding that Fradella/Prudential Gardner, as non-signatories to the real estate contract which contained the arbitration clause, could not seek the benefit of the arbitration clause. |
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