Waldron v. Goddess

• Decision Date: 21 February 1984
• Citation: 61 N.Y.2d 181,473 N.Y.S.2d 136,461 N.E.2d 273
• Parties: , 461 N.E.2d 273 In the Matter of the Arbitration between Robert E. WALDRON, Appellant, and Lynn B. GODDESS, Respondent.
• Court: New York Court of Appeals Court of Appeals

Page 136

473 N.Y.S.2d 136

61 N.Y.2d 181, 461 N.E.2d 273

In the Matter of the Arbitration between Robert E. WALDRON, Appellant and Lynn B. GODDESS, Respondent.

Court of Appeals of New York.

Feb. 21, 1984.

Michael M. Meadvin, Michael C. Silberberg and Timothy P. Dillon, New York City, for appellant.

Edward Brodsky and Richard P. Swanson, New York City, for respondent.

OPINION OF THE COURT

JASEN, Judge.

This proceeding arose from a dispute over commissions between two real estate brokers, Waldron and Goddess, in the employ of the same New York real estate concern, Cross and Brown. Waldron seeks a vacatur of Goddess's demand for arbitration which was predicated upon similar arbitration agreements in their separate employment contracts. Waldron's contract was in effect at all relevant times, but Goddess's contract expired prior to the dispute and, although her employment continued, she rejected her employer's offer to enter into a new written contract. Thus, at the time the dispute arose, Waldron was subject to an express agreement with the employer to arbitrate, but Goddess was not. Special Term dismissed Waldron's motion to vacate and granted Goddess's cross motion to compel arbitration. A divided Appellate Division affirmed, 93 A.D.2d 706, 460 N.Y.S.2d 793, and we now reverse.

It is settled that a party will not be compelled to arbitrate and, thereby, to surrender the right to resort to the courts, absent "evidence which affirmatively establishes that the parties expressly agreed to arbitrate their disputes." (Schubtex, Inc. v. Allen Snyder, Inc., 49 N.Y.2d 1, 6, 424 N.Y.S.2d 133, 399 N.E.2d 1154; see, also, Matter of Marlene Inds. Corp. [Carnac Textiles ], 45 N.Y.2d 327, 333-334, 408 N.Y.S.2d 410, 380 N.E.2d 239.) The agreement must be clear, explicit and unequivocal (Matter of Acting Supt. of Schools [United Liverpool Faculty Ass'n ], 42 N.Y.2d 509, 512, 399 N.Y.S.2d 189, 369 N.E.2d 746; Matter of Lehman v. Ostrovsky, 264 N.Y. 130, 132, 190 N.E. 208) and must not depend upon implication or subtlety (Matter of Riverdale Fabrics Corp. [Tillinghast-Stiles Co.], 306 N.Y. 288, 291, 118 N.E.2d 104; Matter of Doughboy Inds. [Pantasote Co.], 17 A.D.2d 216, 220, 233 N.Y.S.2d 488 [Breitel, J.] ). Here, where there is no agreement between Waldron and Goddess themselves, Goddess relies upon the separate employment contracts with their mutual employer, each containing compulsory arbitration provisions. Examination of those contracts, however, reveals that they do not provide an adequate basis on which to compel Waldron to submit to Goddess's demand.

The arbitration agreement in Waldron's employment contract consists of two separate sections. The first, ¹ pertaining only to disputes with the employer, is inapplicable here. It expressly provides that any dispute arising between Cross and Brown and Waldron shall be settled by arbitration "upon the request of either party hereto", and further states that these provisions shall apply even where "any such dispute" involves other employees, "whether or not such * * * employees submit to arbitration." This first section thereby merely obligates Cross and Brown and Waldron to submit their disputes with each other to arbitration at either's request, regardless of the involvement of any other employee. It clearly does not, however, give such other employee or any party other than Cross and Brown and Waldron the right to compel either of them to arbitrate. The second section ² of the arbitration agreement does cover disputes between employees, but it cannot be said clearly and explicitly to apply here. This section provides for submission to the corporation's own arbitration procedure when the parties to the dispute have mutually consented to do so. Goddess and Waldron have not done so here. It further provides, in the absence of such consent, for submission of the dispute to the American Arbitration Association "by either party to this agreement" (emphasis added)--i.e., only Cross and Brown or Waldron. Nowhere is the right to compel arbitration extended to a nonparty to the agreement, albeit another employee, and nowhere is a party to the agreement required to submit to the latter's demand. Absent clear language to the contrary, this arbitration agreement between Waldron and Cross and Brown may not be so " 'extended by construction or implication' " to include an employee not a party to the agreement as Goddess urges. (Matter of Riverdale Fabrics Corp. [Tillinghast-Stiles Co.], supra, 306 N.Y. at p. 289, 118 N.E.2d 104.)

Nor is there merit to Goddess's claim that the arbitration agreement in her expired employment contract with Cross and Brown constituted a binding right and obligation to arbitrate disputes with other employees. Not only did that contract expire prior...