EQUITABLE ESTOPPEL CANNOT COMPEL ARBITRATION AGAINST NON-SIGNATORIES WHERE CLAIMS WERE BASED ON STATUTE AND NOT CONTRACT
In a putative class anti-trust action brought by retail grocers against wholesale grocers, a divided panel of the Eighth Circuit recently reversed the lower court’s decision to compel arbitration under an equitable estoppel theory. The retailers had purposefully brought suit against wholesalers with whom they did not have supply and arbitration agreements. The lower court found that equitable estoppel could be applied to compel arbitration because the retailers’ claims against non-signatory wholesalers were so intertwined with the agreement containing the arbitration clause that it would be unfair to allow the retailers to rely on the agreement in formulating its claims but to disavow availability of the arbitration clause of that same agreement. The lower court reasoned that without the arbitration “agreements no wholesaler-supplier relationship would exist to be exploited by the alleged anti-trust conspiracy.” On appeal, the Eighth Circuit reversed this ruling, holding that the retailers’ claims were based on statutory rights that exist independent of the supply and arbitration agreements, and that since none of the contracts specified price terms, the retailers’ claims did not involve alleged violation of any contractual terms. The lower court’s analysis, the Eighth Circuit concluded, “focuse[d] too much on the relationship between the signatories, rather than on the relationship between the signatory’s claims against the non-signatory and the contract containing the arbitration clause.” In re Wholesale Grocery Products Antitrust Litigation, No. 11-3768 (8th Cir. Feb. 13, 2013).
This post written by Michael Wolgin.
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