This is an arbitration case, wherein plaintiffs and the defendant-signatory expressly agreed to arbitrate any disputes arising from the contract and further agreed that the contract would be governed by New York law. Plaintiffs later filed suit against the defendant-signatory, as well as one of the defendant‘s employees, who had not signed the arbitration agreement, for breach of fiduciary duty, negligence, and aiding and abetting conversion. Defendants filed a motion to compel arbitration. The trial court denied the motion to compel arbitration on the ground that the plaintiff‘s claims were outside the scope of the arbitration agreement, citing Tennessee law. We hold that, pursuant to federal and New York law, because of the delegation clause contained in the arbitration agreement, the arbitrator is the proper tribunal to determine issues regarding the scope and unconscionability of the arbitration agreement. We also hold that because plaintiffs‘ claims against the non-signatory employee are intertwined with the claims against the signatory defendant, all disputes regarding the arbitrability of claims against the non-signatory employee must also be resolved by the arbitrator. Reversed and remanded.
Michael Keeney is the managing shareholder of Lewis Thomason’s Memphis office. He practices in the area of civil litigation, handling matters in state and federal court. He has extensive trial experience, as well as experience in handling appellate matters. Mr. Keeney is also active in the community and serves on the Board of Directors for the Church Health Center and the Central Board of the Boys and Girls Club of Greater Memphis.
Casey Shannon is a senior associate in the Memphis office of Lewis Thomason. His practice focuses on corporate and transactional work, from intellectual property licensing and registration to business organization formation and governance. Central to that practice is his significant municipal and economic development law experience, having worked with the City of Memphis, Shelby County, the E.D.G.E. Industrial Development Board, the Mayor’s Innovation Delivery Team, the Downtown Memphis Commission, and the Beale Street Tourism Development Authority to promote and incentivize investment and economic opportunities in his hometown.