NEWCASTLE SHIPYARDS, LLC, A FLORIDA LIMITED LIABILITY COMPANY, ALPHA MARITIME LIMITED, A FOREIGN ENTITY, AND ALLEY, MAASS, ROGERS & LINDSAY, PA, A FLORIDA BUSINESS ENTITY, APPELLANTS,
v.
C & N YACHT REFINISHING, INC., A FLORIDA CORPORATION, APPELLEE

Fla. 4th DCA | 2015-06-17
No. 4D14-2340
WARNER, STEVENSON and FORST, JJ., concur.
166 So. 3d 939 Florida District Court of Appeal, Fourth District (2015)

AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.

Synopsis

A Florida appellate court reversed a trial court's denial of arbitration, holding that a contract's dispute resolution provisions labeled "Mediation" actually constituted binding arbitration under substance-over-form analysis. The court found that the arbitration clause applied to breach of contract and fraudulent inducement claims arising from the underlying agreement.


Holding

The arbitration provisions are binding and enforceable despite being labeled "Mediation," as substance controls over title. The claims for breach of contract and fraudulent inducement are subject to arbitration. A factual question remains regarding whether Newcastle was authorized to execute the Termination Agreement on behalf of the other appellants and whether doing so constituted a waiver of arbitration rights.


Headnotes

[1] A dispute resolution provision labeled "mediation" may be deemed arbitration if its substance establishes an arbitration procedure, regardless of its title.

[2] A subsequent agreement that does not contain an arbitration clause may not waive arbitration rights if not all parties to the original arbitration agreement sign the subs…

Previewing 2 of 6 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.

Join FLexlaw to unlock all legal intelligence

Key Quotes

“Normally labels do not control; indeed, if an agreement specifies in detail a dispute resolution procedure which it calls 'mediation' (or anything else) but which is, in substance, FAA 'arbitration,' substance controls over title.”

Establishes the substance-over-form principle for interpreting dispute resolution clauses regardless of their labels.

Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.

Join FLexlaw to unlock all legal intelligence

Facts & Procedural History

Newcastle Shipyards, Alpha Maritime Limited, and Alley, Maass, Rogers & Lindsay entered into a contract containing dispute resolution provisions label…

The full statement of facts, procedural history, and disposition for this case are member content.

Join FLexlaw to unlock all legal intelligence

© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.


Opinion of the Court
PER CURIAM.

PER CURIAM.

We reverse the trial court’s order denying arbitration of claims against appellants Alpha and Alley, Maass, Rogers & Lindsay.1 Although the contract involved in this suit had provisions regarding dispute resolution referred to as “Mediation,” those provisions in fact established an arbitration procedure. See Advanced Body- *940 care Solutions, LLC v. Thione Int’l, Inc., 524 F.3d 1235, 1240 n. 4 (11th Cir.2008) (“Normally labels do not control; indeed, if an agreement specifies in detail a dispute resolution procedure which it calls ‘mediation’ (or anything else) but which is, in substance, FAA ‘arbitration,’ substance controls over title.”); see also § 44.1011(1)-(2), Fla. Stat. (2010) (defining arbitration and mediation). Although appellee argues that the original contract was concluded through a Termination Agreement, which did not contain an arbitration clause, that agreement was not signed by appellants other than Newcastle. Thus, a factual question remains as to whether Newcastle was acting on behalf of the remaining appellants in signing the agreement and whether this constituted a waiver of any arbitration right.

We reject appellee’s contention that the issues raised in the complaint are not subject to arbitration. The parties’ contract requires arbitration of all disputes “that might arise under the terms of this Agreement,” and appellee sued for breach of that agreement and for fraudulent inducement of the later Termination Agreement. Although appellee sought damages on the fraudulent inducement claim,' this case is distinguishable from Mazzoni Farms, Inc. v. E.I. DuPont De Nemours & Co., 761 So.2d 306 (Fla.2000), because appellee did not allege it had received payment under the Termination Agreement, and because its fraudulent inducement claim was premised on the unen-forceability of the Termination Agreement: that is, appellee alleges that Newcastle fraudulently misrepresented that the Agreement,was enforceable against Alpha. Thus, this is not a case where a plaintiff has ratified the terms of a contract by accepting benefits gained under it. Id. at 313. Appellee also argues that the arbitration provisions were not intended to operate as an irrevocable substitution for litigation, see Aberdeen Golf & Country Club v. Bliss Construction, 932 So.2d 235, 236-37 (Fla. 4th DCA 2005), but we find the provisions were so intended, because they state that arbitration is the “sole and exclusive remedy available to either party” and that “[fjormal court action shall only be employed to enforce the Mediator’s decision.” See BallenIsles Country Club, Inc. v. Dexter Realty, 24 So.3d 649, 653-54 (Fla. 4th DCA 2009).

Reversed and remanded for further proceedings.

WARNER, STEVENSON and FORST, JJ., concur.


Cases With Similar Vibessemantic neighbors from the corpus


Citator

Authorities Cited

Full citator, related cases, and AI research tools

Open in FLexlaw