Sharpe v. Lytal & Reiter, Clark, Sharpe, Roca, Fountain, Williams

• Decision Date: 17 December 1997
• Docket Number: No. 97-2039,97-2039
• Citation: 702 So.2d 622
• Parties: 23 Fla. L. Weekly D5 Tracy R. SHARPE, Appellant, v. LYTAL & REITER, CLARK, SHARPE, ROCA, FOUNTAIN, WILLIAMS, a general partnership; Lake Lytal, Jr., P.A., a Florida professional corporation; Joseph J. Reiter, P.A., a Florida professional corporation; Lake Lytal, Jr., individually; and Joseph J. Reiter, individually, Appellees.
• Court: Florida District Court of Appeals

Page 622

702 So.2d 622

23 Fla. L. Weekly D5

Tracy R. SHARPE, Appellant, v. LYTAL & REITER, CLARK, SHARPE, ROCA, FOUNTAIN, WILLIAMS, a general partnership; Lake Lytal, Jr., P.A., a Florida professional corporation; Joseph J. Reiter, P.A., a Florida professional corporation; Lake Lytal, Jr., individually; and Joseph J. Reiter, individually, Appellees.

No. 97-2039.

District Court of Appeal of Florida Fourth District.

Dec. 17, 1997.

James W. Beasley, Jr. and David Leacock of Tew & Beasley, L.L.P., West Palm Beach, for appellant.

Jane Kreusler-Walsh of Jane Kreusler-Walsh, P.A., and Sidney A. Stubbs, Jr. of Jones, Foster, Johnston & Stubbs, West Palm Beach, for appellees.

FARMER, Judge.

The primary issue raised by this appeal is whether the parties to a partnership agreement can agree to submit even the question of partnership dissolution to arbitration and thereby give up the right to have the court consider the question. We hold that they can and affirm the order compelling arbitration.

Sharpe brought suit in the circuit court to dissolve a partnership on the grounds that defendants had wrongfully expelled him as a partner and had failed to honor their financial obligations to him. They responded to his suit by moving to stay the action in favor of arbitration based on an alleged agreement to arbitrate that had been purportedly incorporated into their partnership agreement. Finding "no substantial issue as to the making of the arbitration agreement or provision," the trial judge granted the motion and stayed the action as requested. Sharpe's appeal from that decision brings us the issue we decide today.

Before proceeding to the principal issue, however, we briefly address Sharpe's initial contention that the 1989 letter agreement making him a partner did not expressly incorporate the 1985 partnership agreement. Paragraph 3 of the 1989 letter states as follows:

"3. Attached to this letter is a copy of an existing Partnership Agreement which you acknowledge that you have read and understand and you agree to abide by all of the obligations of a partner thereunder subject to the other terms of this letter, and the Firm recognizes you as a partner entitled to the benefits thereunder." ¹

Sharpe signed the 1989 letter immediately above the words "ACCEPTED AND AGREED." Paragraph 6 of the letter further limits or renders inapplicable some aspects of the 1985 agreement, including certain financial provisions, from Sharpe's agreement to become a partner. On appeal Sharpe argues that the 1985 agreement was not incorporated into his contract to become a partner and that the 1985 agreement (including, of course, the express arbitration provision) cannot be applied to him.

We disagree. The text of both the letter agreement and the formal partnership agreement itself are clear and unequivocal. The letter binds Sharpe to all provisions of the 1985 agreement except for those explicitly limited or excluded in the letter. The text is legally sufficient both to incorporate and evidence an agreement to arbitrate. We reject the argument that the present agreements are comparable to those in St. Augustine Pools, Inc. v. James M. Barker, Inc., 687 So.2d 957 (Fla. 5th DCA 1997). In St. Augustine Pools, the later agreement merely recited that it was "subject to" the earlier agreement. In the letter Sharpe agreed "to abide by all of the obligations of a partner" under the 1985 agreement except as provided in the letter. In contrast, as the trial judge in this case duly noted, it is actually the obligations of the 1985 agreement that are "subject to" the 1989 letter agreement. Sharpe clearly manifested assent to the 1985 agreement by his signature on the 1989 letter and its express terms. We thus find a more than sufficient expression in the incorporating document to evidence an intent to bind the signatories to the collateral document. See Kantner v. Boutin, 624 So.2d 779 (Fla. 4th DCA 1993) (law requires that there must be some expression in the incorporating document of an intention to be bound by the collateral document).

Turning now to the principal issue prompting this opinion, Sharpe argues that the Florida Partnership Act (FPA) ² bars the submission of the dissolution issue to arbitration. Stated another way, he contends that the court has exclusive jurisdiction over partnership dissolution disputes and that only a judge may dissolve the partnership under the applicable statute. He bases this argument on FPA section 620.715(1) which provides that "[t]he court shall adjudge a dissolution ... [o]n application by or for a partner ...." [e.s.] Clearly, however, there is nothing in FPA section 620.715(1)--or, for that matter, anywhere else in the FPA--that expressly grants exclusive jurisdiction to judicial tribunals and that, in so many words, purports to bar arbitration panels from considering such disputes.

In contrast, however, the text of the Florida Arbitration Code (FAC), section 682.18(1), Florida Statutes (1995), provides that:

"(1) The term 'court' means any court of competent jurisdiction of this state. The making of an agreement or provision for arbitration subject to this law and providing for arbitration in this state shall, whether made within or outside this state, confer jurisdiction on the court to enforce the agreement or provision under this law, to enter judgment on an award duly rendered in an arbitration thereunder and to vacate, modify or correct an award rendered thereunder for such cause and in the manner provided in this law."

In Pierce v. J.W. Charles-Bush Securities, Inc., 603 So.2d 625 (Fla. 4th DCA 1992), we held that a statute comparable to FPA section 620.715(1), namely section 682.11 pertaining to attorney's fees, did not operate to compel judicial resolution of attorney's fee claims that had been subject to an arbitration agreement.

We noted that arbitration is a preferred mechanism for dispute resolution and that courts indulge every reasonable presumption and broadly construe the FAC to uphold an agreement to arbitrate. 603 So.2d at 628; see also Roe v. Amica Mut. Ins. Co., 533 So.2d 279, 281 (Fla.1988); Ronbeck Const. Co., Inc. v. Savanna Club Corp., 592 So.2d 344, 346 (Fla. 4th DCA 1992). We also observed that "[i]f civil rights, antitrust and securities fraud claims are not inappropriate for arbitration, it is very difficult to imagine a civil claim in which an agreement to arbitrate would not be enforced." 603 So.2d at 628. In order to find a legislative intent to preclude the submission of a class of claims to arbitration, we held that the legislature...