Hamilton Metals, Inc. v. Blue Valley Metal Products Co., s. WD

CourtCourt of Appeal of Missouri (US)
Citation763 S.W.2d 225
Docket NumberNos. WD,s. WD
PartiesHAMILTON METALS, INC., Appellant, v. BLUE VALLEY METAL PRODUCTS COMPANY, and Sevra, Inc., and Stan J. Sevra, Respondents. 40107, 40393.
Decision Date22 November 1988

Per Curiam on Denial of Rehearing

Dec. 27, 1988.

Application to Transfer Denied

Feb. 14, 1989.

Weldon W. Perry, Jr., Lexington, for appellant.

Mark D. Wasserstrom, Kansas City, for respondents.

Before SHANGLER, P.J., and CLARK and NUGENT, JJ.

CLARK, Judge.

Hamilton Metals, Inc., appeals judgments rendered in two related cases involving respondent Blue Valley Metal Products Company, a partnership. The issues presented are whether a partnership agreement arbitration clause should be enforced, as the trial court ordered, and whether a second cause should have been dismissed because duplicative of the issues in the first case. We affirm in part and reverse in part.

The following facts are not disputed. Hamilton is one of several partners in Blue Valley Metal Products, a Missouri partnership. Included in the partnership agreement was the following clause:

Any controversy or claim arising out of or relating to this contract, or any breach thereof, shall be settled by arbitration in accordance with the rules then in use by the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

On September 30, 1985, the general manager of the partnership sold certain assets of the partnership for $100,000. Hamilton received no distribution of any share in the proceeds of that sale, or any other partnership property. On this account, Hamilton sued respondents in conversion for their failure to distribute to Hamilton its share of the partnership assets. At a later date, Hamilton filed a second suit seeking dissolution of the partnership.

THE ARBITRATION CASE

Respondents answered the first case by moving the court to refer the dispute to arbitration in accordance with the clause in the partnership agreement quoted above. The court sustained the motion, an arbitrator heard the case and found the issues in favor of the respondents. In its principal point, Hamilton contends the court erred when it referred the case to arbitration because the clause requiring arbitration was not set out in ten point capital letters as required by § 435.460, RSMo 1986.

According to the stipulated facts, the partnership imported equipment and materials from outside Missouri and it made sales to customers outside Missouri. Where a concern, such as Blue Valley, engages in interstate commerce, the federal arbitration statute, 9 U.S.C.A. §§ 1-14 (1970), preempts the local law and controls as to arbitration matters. Bunge Corp. v. Perryville Feed & Produce, Inc., 685 Despite the qualification of the subject agreement as enforceable under federal law, it was nonetheless binding on Hamilton under state law because, as the trial court found, Hamilton had actual notice of the arbitration clause. Where actual notice of the provision for arbitration is shown, the purpose of the statute is fulfilled and compliance with the ten point type requirement is irrelevant. See State ex rel. Tri-City Constr. Co. v. Marsh, 668 S.W.2d 148, 153 (Mo.App.1984).

S.W.2d 837, 838-39 (Mo. banc 1985). The federal statute contains no requirement as to typeface and therefore the subject agreement is not burdened with the infirmity which Hamilton asserts.

Hamilton next contends the arbitration clause was not applicable to deprive Hamilton of a judicial trial because its cause was in tort, not breach of contract, and thus did not "arise out of" the partnership agreement.

An arbitration clause is to be construed so as to favor arbitrability and an order to arbitrate should not be denied unless it may be said with positive assurance that the arbitration clause does not cover the asserted dispute. Village of Cairo v. Bodine Contracting Co., 685 S.W.2d 253, 264 (Mo.App.1985). In this case, the dispute involves partnership property and the interest of Hamilton, which necessarily calls into application the relevant terms of the partnership agreement. Whether the cause is denominated one in tort or contract is not controlling. The rights of Hamilton arise out of the partnership contract and are subject to the arbitration provision.

Finally, Hamilton asserts that the trial court erred when it affirmed the arbitrator's award because "the award exceeds the scope of the court's submission." We assume from the content of the argument under the point that Hamilton takes exception to the absence of findings of fact and conclusions of law as part of the award. Hamilton cites only Vulcan-Hart Corp. v. Stove, Furnace & Allied Appliance Workers, 516 F.Supp. 394 (E.D.Mo.1981), in support of the proposition that absence of particular findings is a defect in an arbitrator's decision.

Vulcan-Hart is not in accord with the weight of authority on the subject. Generally, arbitrators are no more obligated to give reasons for an award than is a jury expected to explain a verdict. Unless required by statute or the terms under which the case is submitted to the arbitrator, it is not necessary that the award be accompanied by specific findings of fact or conclusions of law. 5 Am.Jur.2d Arbitration and Award §§ 126, 127 (1962).

In the present case, the...

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6 cases
  • National Ave. Bldg. Co. v. Stewart
    • United States
    • Missouri Court of Appeals
    • October 13, 1995
    ...powers by failing to set forth their award in the form required by the net change proviso. In Hamilton Metals, Inc. v. Blue Valley Metal Products Co., 763 S.W.2d 225, 227 (Mo.App.W.D.1988), cited by Stewart, the court "Generally, arbitrators are no more obligated to give reasons for an awar......
  • Gust v. Peoples and Enderlin State Bank, 880378
    • United States
    • North Dakota Supreme Court
    • November 3, 1989
    ...that it did not have actual notice that the mortgage constituted a collateral real estate mortgage. Cf. Hamilton Metals v. Blue Valley Metal, 763 S.W.2d 225, 227 (Mo.Ct.App.1988); Hoffman v. Halter, 417 N.W.2d 747, 750-751 (Minn.Ct.App.1988). We agree with the trial court that, under these ......
  • Getz Recycling, Inc. v. Watts
    • United States
    • Missouri Court of Appeals
    • March 26, 2002
    ...noted more fully below, "[a]n arbitration clause is to be construed so as to favor arbitrability." Hamilton Metals, Inc. v. Blue Valley Metal Prods. Co., 763 S.W.2d 225, 227 (Mo.App.1988). However, the determination of whether a party has waived its right to arbitrate is reviewed de novo. M......
  • Jbs Farms v. Fireman's Fund Agribusiness
    • United States
    • Missouri Court of Appeals
    • November 28, 2006
    ...positive assurance the dispute is outside the arbitration clause, arbitration should be ordered. Hamilton Metals, Inc. v. Blue Valley Metal Products, 763 S.W.2d 225, 227 (Mo.App.1988). Although Plaintiff tries to frame the issues in purely terms, the dispute arose after and because of Defen......
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