Miller v. Roberts, 95-1351
| Decision Date | 08 November 1996 |
| Docket Number | No. 95-1351,95-1351 |
| Citation | 682 So.2d 691 |
| Parties | 21 Fla. L. Weekly D2398 Arnold I. MILLER, D.O., et al., Appellants, v. Michael S. ROBERTS, M.D., Appellee. |
| Court | Florida District Court of Appeals |
Ronald M. Schirtzer and John R. Hamilton of Foley & Lardner, Orlando, for Appellants.
Michael R. Levin and Suzanne M. Barto of Rumberger, Kirk & Caldwell, P.A., Orlando, for Appellee.
This appeal involves a dispute among three physicians and whether the trial court properly denied Drs. Miller and Otoya's Motion to Compel Arbitration pursuant to the terms of the parties' integrated agreements, to-wit: an individual employment agreement, a shareholder restriction agreement, and a stock purchase agreement. We affirm.
Appellee Michael S. Roberts, and co-appellant Arnold I. Miller, founded a professional association in 1989 and later admitted co-appellant Jorge Otoya as an associate. Around 1994, the parties signed the integrated agreements and became equal shareholders. The agreements were effective January 1, 1994, although the original founders did not execute the agreements until October 19, 1994. On December 9, 1994, Dr. Roberts' employment in the professional association was terminated.
Dr. Roberts sued his former co-shareholders alleging in five separate counts, actions for declaratory relief, breach of contract, breach of fiduciary duty, fraud and conspiracy. The complaint included allegations that Drs. Miller and Otoya, despite Dr. Roberts' long relationship with them, planned and connived to terminate him without cause several weeks before he signed the integrated agreements.
Drs. Miller and Otoya moved to compel arbitration pursuant to a clause contained in the integrated agreements. The court granted the motion as to the actions for declaratory relief and breach of contract but denied it as to the remaining counts on the basis that these claims were independent of the terms of the integrated contracts.
The general rule is that where an arbitration agreement exists between the parties, arbitration is required only of those controversies or disputes which the parties have agreed to submit to arbitration. Pacemaker Corp. v. Euster, 357 So.2d 208 (Fla. 3d DCA 1978); Painewebber, Inc. v. Hess, 497 So.2d 1323 (Fla. 3d DCA 1986) (...
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