Hirschfeld Productions, Inc. v. Mirvish

• Decision Date: 22 October 1996
• Citation: 673 N.E.2d 1232,651 N.Y.S.2d 5,88 N.Y.2d 1054
• Parties: , 673 N.E.2d 1232 HIRSCHFELD PRODUCTIONS, INC., Appellant, v. Edwin MIRVISH et al., Respondents.
• Court: New York Court of Appeals Court of Appeals

Page 5

651 N.Y.S.2d 5

88 N.Y.2d 1054, 673 N.E.2d 1232

HIRSCHFELD PRODUCTIONS, INC., Appellant, v. Edwin MIRVISH et al., Respondents.

Court of Appeals of New York.

Oct. 22, 1996.

Fischbein, Badillo, Wagner, Harding, New York City (Bruce H. Wiener, Jonathan Young and Andrew B. Bessite, of counsel), for appellant.

Paul, Weiss, Rifkind, Wharton & Garrison, New York City (Jay Cohen and Karen S. Kennedy, of counsel), for respondents.

OPINION OF THE COURT MEMORANDUM.

The order of the Appellate Division should be affirmed, with costs.

Defendants David and Edwin Mirvish are the president and chairman, respectively, of Mirvish Productions (MP), a Canadian theatrical production company. They also own the Old Vic Theater in London, England, through an entity called Ed Mirvish Enterprises Limited ("Enterprises"). In April 1993, plaintiff Hirschfeld Productions, Inc. (HPI) and MP entered into a joint venture agreement to produce the theatrical production "Hair" at the Old Vic Theater. The agreement was signed by David Mirvish on behalf of MP, and contained the following arbitration clause:

"Should a dispute arise from this agreement or from its interpretation then the Producers agree that such dispute shall be referred to an Arbitrator to be appointed in the absence of agreement between the disputing parties by the President for the time being of the Society of West End Theatre in accordance with U.K. law."

The play closed soon after opening due to poor box office returns and plaintiff HPI commenced this action against defendants Edwin and David Mirvish individually in their capacities as officers of MP and owners of Enterprises. The complaint asserted claims of tortious interference with contract and breach of fiduciary duty. Defendants moved for an order staying the action and compelling arbitration. Supreme Court denied the motion and the Appellate Division reversed. The question is whether the arbitration clause was meant to cover defendants, nonsignatories, permitting them to compel plaintiff to submit to arbitration.

Inasmuch as the dispute involves an international commercial contract, it is governed by the Federal Arbitration Act and Federal law (see, 9 U.S.C. § 201 et seq.; Fletcher v. Kidder, Peabody & Co., 81 N.Y.2d 623, 630-631, 601 N.Y.S.2d 686, 619 N.E.2d 998, cert denied 510 U.S. 993, 114 S.Ct. 554, 126 L.Ed.2d 455 [1993] ). The Federal courts have consistently afforded agents the benefit of arbitration agreements entered into by their principals to the extent that the alleged misconduct relates to their behavior as officers or directors or in their capacities as agents of the corporation (Roby v. Corporation of Lloyds, 996 F.2d 1353, 1360 [2d Cir.], cert denied 510 U.S. 945, 114 S.Ct. 385, 126 L.Ed.2d 333 [1993]; ...