Sabates v. International Medical Centers, Inc., 83-1949

• Decision Date: 03 April 1984
• Docket Number: No. 83-1949,83-1949
• Citation: 450 So.2d 514
• Parties: 1984-1 Trade Cases P 65,935 William I. SABATES, M.D.; William I. Sabates, M.D., P.A., Petitioners, v. INTERNATIONAL MEDICAL CENTERS, INC., a Health Maintenance Organization and a Florida corporation for profit; Associated Doctors' Hospitals, Inc., a Florida corporation, d/b/a International Hospital; Miguel Recarey, Jr., Respondents.
• Court: Florida District Court of Appeals

Page 514

450 So.2d 514

1984-1 Trade Cases P 65,935

William I. SABATES, M.D.; William I. Sabates, M.D., P.A., Petitioners, v. INTERNATIONAL MEDICAL CENTERS, INC., a Health Maintenance Organization and a Florida corporation for profit; Associated Doctors' Hospitals, Inc., a Florida corporation, d/b/a International Hospital; Miguel Recarey, Jr., Respondents.

No. 83-1949.

District Court of Appeal of Florida,

Third District.

April 3, 1984.

Rehearing Denied June 13, 1984.

Henry T. Courtney, Miami, for petitioners.

Robert L. Koeppel and Wayne Kaplan, Hayt, Hayt & Landau and Sean L. Fisher, Miami, for respondents.

Before HUBBART, NESBITT and DANIEL S. PEARSON, JJ.

DANIEL S. PEARSON, Judge.

The petition for writ of certiorari filed by Sabates ¹ asserts that the trial court departed from the essential requirements of the law by ordering that (1) Sabates' claim against International Medical Centers, Inc. (IMC) alleging a violation of the state antitrust statute be submitted to arbitration; (2) Sabates' claim against IMC alleging a violation of the civil theft statute be submitted to arbitration; and (3) all proceedings in respect to the claims against the other defendants, International Hospital and Miguel Recarey, Jr., be stayed and abated pending the completion of the arbitration with IMC. ²

I. The Alleged Facts

Dr. Sabates, on behalf of his professional association, contracted with IMC to provide ophthalmologic services for IMC patients. An express condition of Sabates' employment was that he was to meet the qualifications and standards for staff membership at International Hospital. Yet despite IMC's assurances that Sabates' application for permanent staff privileges at the hospital would be promptly processed, his temporary privileges were allowed to expire resulting in IMC terminating its contract with Sabates. According to Sabates, none of this was fortuitous, since Miguel Recarey, Jr., who, as president of IMC, entered into the contract with Sabates, also controlled the actions of International Hospital as its president.

II. The Proceedings

The contract between Sabates and IMC provided that "all disputes and claims arising in connection with this Agreement" shall be settled by arbitration. Acknowledging that his claims of breach of contract and fraud against IMC were properly the subject of arbitration, Sabates initiated arbitration proceedings as to these claims. Pertinent here, Sabates' lawsuit charged International Hospital with interfering with his contract with IMC and charged all three defendants with a violation of the Florida Antitrust Act of 1980, Ch. 542, Fla.Stat., and civil theft in violation of Section 812.014, Florida Statutes (1981). ³ All counts against IMC were ordered submitted to arbitration; the proceedings on all counts against the hospital and Recarey were stayed.

III. The Antitrust Claim

The well-recognized policy favoring the enforcement of agreements to arbitrate, see, e.g., William Passalacqua Builders, Inc., v. Mayfair House Ass'n, 395 So.2d 1171 (Fla. 4th DCA 1981) (on rehearing); Lapidus v. Arlen Beach Condominium Ass'n, 394 So.2d 1102 (Fla. 3d DCA 1981); Raymond, James & Associates, Inc. v. Maves, 384 So.2d 716 (Fla. 2d DCA 1980); Merkle v. Rice Construction Co., 271 So.2d 220 (Fla. 2d DCA), cert. denied, 274 So.2d 234 (Fla.1973), is not without its exceptions. Thus, where legislation clearly mandates that the dispute be resolved in a judicial forum, the policy favoring arbitration will yield. See Shearson, Hammill & Co. v. Vouis, 247 So.2d 733 (Fla. 3d DCA), cert. denied, 253 So.2d 444 (Fla.1971) (where agreement to arbitrate inconsistent with provision of Florida Securities Law preserving the right to bring an action in court, securities law will control); Young v. Oppenheimer & Co., Inc., 434 So.2d 369 (Fla. 3d DCA 1983). See also Wilko v. Swan, 346 U.S. 427, 74 S.Ct. 182, 98 L.Ed. 168 (1953). But see Raymond, James & Associates, Inc. v. Maves, 384 So.2d 716.

Although the Florida Antitrust Act of 1980, unlike the Florida Securities Act, compare § 542.30, Fla.Stat. (1981), with § 517.241(2)-(4), Fla.Stat. (1981), contains no express provision preserving the right to bring an action in the courts, nonetheless, because cases involving antitrust violations are generally considered to be "of a character inappropriate for enforcement by arbitration," American Safety Equipment Corp. v. J.P. Maguire & Co., 391 F.2d 821, 825 (2d Cir.1968), as will be seen, the policy favoring arbitration gives way to the policy that antitrust claims are better suited to be heard in the courts.

To date, no Florida court has addressed the question of the arbitrability of state antitrust claims and, it follows, there is not as yet any announced state policy that such claims should or should not be the subject of arbitration. There is, however, abundant federal authority dealing with the subject of the arbitrability vel non of comparable federal antitrust claims, to which authority we must give "due consideration and great weight" in construing this state's antitrust law. § 542.32, Fla.Stat. (1981). See § 542.16, Fla.Stat. (1981) (purpose of Florida Antitrust Act is to complement federal antitrust legislation); Hackett v. Metropolitan General Hosp., 422 So.2d 986 (Fla. 2d DCA 1982).

Under federal law, antitrust claims are held to be not subject to arbitration. See, e.g., Applied Digital Technology, Inc. v. Continental Casualty Co., 576 F.2d 116 (7th Cir.1978); Cobb v. Lewis, 488 F.2d 41 (5th Cir.1974); A. & E. Plastik Pak Co. v. Monsanto Co., 396 F.2d 710 (9th Cir.1968); American Safety Equipment Corp. v. J.P. Maguire & Co., 391 F.2d 821; Hunt v. Mobil Oil Corp., 410 F.Supp. 10 (S.D.N.Y.1975), aff'd, 550 F.2d 68 (2d Cir.), cert. denied, 434 U.S. 984, 98 S.Ct. 608, 54 L.Ed.2d 477 (1977). The oft-cited reasons underlying these uniform holdings are (1) because a wide range of public interests are affected by private antitrust claims, a "claim under the antitrust laws is not merely a private matter," American Safety Equipment Corp. v. J.P. Maguire & Co., 391 F.2d at 826; (2) the complexity of the issues and extensiveness of the evidence generally involved in antitrust litigation make resolution of these claims more appropriate for the judicial forum, id. at 827; (3) it is unwise to allow commercial arbitrators, "frequently men drawn for their business expertise ... to determine these issues of great public interest," id.; see Applied Digital Technology, Inc. v. Continental Casualty Co., 576 F.2d 116; Cobb v. Lewis, 488 F.2d 41, 47; and (4) because arbitrators are not bound by rules of law and need not give reasons for their rulings, there is no way to insure consistency of interpretation of statutory law or application of arbitration awards. Aimcee Wholesale Corp. v. Tomar Products, Inc., 21 N.Y.2d 621, 289 N.Y.S.2d 968, 237 N.E.2d 223 (1968). Giving, as we must, "due consideration and great weight" to these authorities, and finding their reasoning to apply with equal force to any antitrust claim brought under our state law, we conclude that Sabates' antitrust claim under the Florida Statute is not a proper subject for arbitration and that such claim must be judicially determined. ⁴

IV. The Civil Theft Statute

Other, but less uniform, exceptions to the policy favoring the enforcement of agreements to arbitrate arise where public policy is said to require that a matter in issue be determined by a court. Thus, it has been held that only a court should be permitted to award punitive damages, Garrity v. Lyle Stuart, Inc., 40 N.Y.2d 354, 386 N.Y.S.2d 831, 353 N.E.2d 793 (1976); determine whether an otherwise arbitrable agreement is usurious, compare Durst v. Abrash, 22 A.D.2d 39, 44, 253 N.Y.S.2d 351, 356 (App.Div.1964), aff'd, 17 N.Y.2d 445, 266 N.Y.S.2d 806, 213 N.E.2d 887 (1965), with Rosenblum v. Steiner, 43 N.Y.2d 896, 898, 403 N.Y.S.2d 716, 718, 374 N.E.2d 610, 611 (1978); or determine rights under an agreement calling for arbitration where distribution of an estate is involved, In re Will of Jacobovitz, 58 Misc.2d 330, 295 N.Y.S.2d 527 (Surrogate Ct.1968). Similarly, civil rights claims, Wertheim & Co. v. Halpert, 48 N.Y.2d 681, 421 N.Y.S.2d 876, 877, 397 N.E.2d 386 (1979), child custody cases, Nestel v. Nestel, 38 A.D.2d 942, 331 N.Y.S.2d 241 (App.Div.1972), and criminal violations, Application of Goldmar Hotel Corp., 283 A.D. 935, 130 N.Y.S.2d 615 (App.Div.1954); 16 Williston on Contracts § 1918 (3d ed. 1976), have been held to fall outside the scope of the arbitration process. See generally Sprinzen v. Nomberg, 46 N.Y.2d 623, 415 N.Y.S.2d 974, 389 N.E.2d 456 (1979). It must be noted, however, that:

"the preservation of the arbitration process and the policy of allowing parties to choose a non-judicial forum, embedded in freedom to contract principles, must not be disturbed by courts, acting under the guise of public policy, wishing to decide the dispute on its merits, for arguably every controversy has at its core some issue requiring the application, or weighing, of policy considerations." Sprinzen v. Nomberg, 46 N.Y.2d at 630, 415 N.Y.S.2d at 977, 389 N.E.2d at 459.

It is clear, of course, that the civil theft statute, remedial in its purpose and expansive in its coverage, embodies public policy. However, in contrast to the Antitrust Act, the effect of a violation of the civil theft statute upon the public is, at most, incidental; the issue of what constitutes a violation of the civil theft statute is neither complex nor beyond the ken of arbitrators; and the statute itself contains no indication that the Legislature intended such claims to be within the exclusive province of the courts or, as in the case of the Antitrust Act, that it be interpreted in accordance with an existing body of case law which reserved such matter for the courts. Thus, even though the civil theft statute has at its core a criminal violation and provides for the imposition of treble damages where a violation is...