McClure v. Painewebber, Inc.

• Decision Date: 10 October 1989
• Docket Number: No. 89-1076,89-1076
• Citation: 549 So.2d 1157,14 Fla. L. Weekly 2401
• Parties: 14 Fla. L. Weekly 2401 Edwin C. McCLURE, Jr., Appellant, v. PAINEWEBBER, INCORPORATED, Appellee.
• Court: Florida District Court of Appeals

Page 1157

549 So.2d 1157

14 Fla. L. Weekly 2401

Edwin C. McCLURE, Jr., Appellant, v. PAINEWEBBER, INCORPORATED, Appellee.

No. 89-1076.

District Court of Appeal of Florida,

Third District.

Oct. 10, 1989.

Gilbride, Heller & Brown and Dyanne E. Feinberg, Michael D. Lozoff, Miami, for appellant.

Patricia E. Cowart and Steven M. Greenbaum and Michael R. Alford, Miami, for appellee.

Before SCHWARTZ, C.J., and BASKIN and GERSTEN, JJ.

BASKIN, Judge.

In this appeal, Edwin C. McClure, Jr., challenges a non-final order granting a motion filed by Painewebber, Inc., [PWI] for a stay pending arbitration. He contends that the arbitration provisions governing his employment disputes with his employer do not apply to a promissory note. We agree.

In 1986, McClure terminated his employment with Dean Witter Reynolds, Inc., and began working for PWI. As part of his employment transfer, McClure executed a standard Form U-4, Uniform Application for Securities Industry Registration or Transfer. The form provided for arbitration of any dispute arising from the employment relationship.

One month later, in exchange for $136,613 from PWI as advance compensation, McClure executed a promissory note in favor of PWI. The note provided that the "Employee agrees that any legal suit, action or proceeding arising out of or relating to this Note, may be instituted in the New York State Supreme Court." In the event that McClure's employment was terminated, PWI could demand payment of the note. The note contained no arbitration provision.

Following McClure's resignation in October 1988, PWI demanded payment of the amount outstanding on the note. In response, McClure instituted an action against PWI for a declaratory judgment to determine the validity of the note. In addition, his complaint alleged that PWI had breached its employment contract and had fraudulently misrepresented the conditions of his employment. PWI sought a stay of proceedings pending arbitration. The trial court granted the motion and McClure filed this appeal.

In Painewebber, Inc. v. Hess, 497 So.2d 1323 (Fla. 3d DCA 1986), we held that a dispute relating to a promissory note that does not contain a provision for arbitration should not be resolved by arbitration. The note under consideration does not indicate that the parties intended to arbitrate. When, as here, a promissory note contains clear and unambiguous language, it constitutes evidence of the intent of the parties and renders examination of the...