Mexicanos v. Exec. Mfe Aviation, LLC

Decision Date06 January 2021
Docket NumberNo. 4D20-0102,4D20-0102
Parties Petroleos MEXICANOS, Appellant, v. EXECUTIVE MFE AVIATION, LLC, Jet Heli Executive Services, Ltd, Pemex Procurement International, Inc., Matrix Aviation, Inc., and Oscar Mauricio Oaxaca Rodriguez, Appellees.
CourtFlorida District Court of Appeals

Mark R. Cheskin, Richard C. Lorenzo, and William J. Homer of Hogan Lovells US LLP, Miami, and Jessica Black Livingston of Hogan Lovells US LLP, Denver, Colorado, for appellant.

Susan Granoff and Pablo R. Bared of Bared & Associates, P.A., Coral Gables, and Juan Ramirez, Jr., of ADR Miami LLC, Coral Gables, for appellees Executive MFE Aviation, LLC and Jet Heli Executive Services, LTD.

Peter T. Mavrick and Jacob M. Resnick of Mavrick Law Firm, Fort Lauderdale, for appellee Pemex Procurement International, Inc.

Per Curiam.

Petroleos Mexicanos ("Pemex") appeals an order denying its motion to compel arbitration. Pemex argued that the plaintiffs were bound by two written arbitration clauses, even though they were not parties to the contracts containing those clauses, either because they were joint venturers with one of the parties or because they were third-party beneficiaries of the contracts. The trial court did not resolve that issue but ruled that Pemex could not compel arbitration in any event because the contracts had terminated and the plaintiffs’ claims arose from a subsequent oral agreement. We conclude that the court erred in failing to determine, as a threshold issue, whether the plaintiffs are bound by the arbitration clauses. If they are bound, and if Pemex did not waive its right to compel arbitration, then any other issue is for the arbitrator to decide.

Background

This case arises from Pemex's alleged failure to pay for maintenance and repair services the plaintiffs performed on two aircraft that Pemex had recently purchased from Matrix Aviation, Inc. Pemex, through its procurement agent, executed a written purchase agreement with Matrix for each aircraft. Each purchase agreement contains a clause requiring arbitration of "any claims, disputes and controversies arising out of or relating to" the agreement, subject to the rules of the American Arbitration Association.

The plaintiffs were not parties to the purchase agreements but claim they had a joint venture agreement with Matrix for the purpose of selling the aircraft to Pemex. The plaintiffs claim they were entitled to a share of the sale proceeds and had the exclusive option to provide any postdelivery maintenance services and receive the proceeds from those services.

The plaintiffs began performing maintenance and repair services on both aircraft shortly after they were delivered to Pemex. Pemex claims the plaintiffs’ services were either contemplated by the purchase agreements or covered by the commercial warranty contained in those agreements. The plaintiffs, however, claim they formed a separate oral agreement with Pemex and its procurement agent to substantially modify the aircraft to be used by the Mexican Air Force. The plaintiffs claim they are owed almost $8 million for their services.

The plaintiffs sued Pemex, Pemex's procurement agent, and Matrix. They allege that Pemex and its procurement agent breached the oral agreement by failing to pay for the services they performed on the aircraft. They also allege that Matrix breached the joint venture agreement by retaining all of the proceeds from the sale of the aircraft and by wrongfully attempting to obtain payment from Pemex and its procurement agent for the plaintiffs’ services.

Pemex moved to compel arbitration of the plaintiffs’ claims based on the arbitration clauses in the purchase agreements. Even though the plaintiffs were not parties to the purchase agreements, Pemex contended that they were bound by the arbitration clauses either through their joint venture with Matrix or as third-party beneficiaries of the agreements. The plaintiffs argued that the purchase agreements had terminated upon delivery of the aircraft and that their claims arose from the subsequent oral agreement. They also argued that Pemex had waived its right to compel arbitration as a result of its or its procurement agent's participation in the litigation.

The court denied Pemex's motion to compel arbitration after a nonevidentiary hearing. The court did not make any findings as to whether the plaintiffs were bound by the arbitration clauses in the purchase agreements or as to whether Pemex waived its right to compel arbitration. Instead, the court ruled that Pemex could not compel arbitration under the purchase agreements because those agreements had terminated and the parties had formed a new oral agreement from which the plaintiffs’ claims arose.

This appeal followed.

Analysis

We review the trial court's order de novo. See Countyline Auto Ctr., Inc. v. Kulinsky , 257 So. 3d 1086, 1088 (Fla. 4th DCA 2018) ("[T]he standard of review applicable to the trial court's construction of an arbitration provision, and to its application of the law to the facts found, is de novo." (citation omitted)).

In ruling on a motion to compel arbitration, the trial court must consider three elements: (1) whether a valid written agreement to arbitrate existed; (2) whether an arbitrable issue has been raised; and (3) whether the right to compel arbitration has been waived. See Seifert v. U.S. Home Corp. , 750 So. 2d 633, 636 (Fla. 1999).

The court in this case erred in failing to determine, as a threshold issue, whether the plaintiffs are bound by the arbitration clauses in the purchase agreements. The court's inquiry as to whether a valid written agreement to arbitrate existed required it to address...

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