Grandis Family Partnership, Ltd. v. Hess Corp.

Facts

D and plaintiff Advanced Power Technologies (APT) began working together in 2003 when D contracted with APT for it to service and maintain the lighting at many of D's retail gas stations in Florida. In June of 2007, D expanded its business with APT by purchasing several orders of lighting ballasts. D accepted bids for a major renovation. APT's bid was accepted, and in May of that year, the Parties began negotiating the terms of their agreement. The formal agreement consisted of an eleven-page written agreement with eighty pages of appendices, schedules, and forms. APT began its performance on the project in late June of that year. The contract with its appendices and Schedules did not contain an arbitration clause or venue provision. The contract contained a clause listing the documents that were to be incorporated by reference, an integration clause, and a choice-of-law clause, whereby the Parties agreed that New York law governs any disputes. Before the project was completed, the relationship broke down. APT filed suit in Florida state court, wherein it alleged that D was in breach of the contract. D removed the suit to federal court and filed a counterclaim for breach of contract and conversion against APT. D filed the instant Motion that the dispute must be referred to arbitration. D cites the terms and conditions referenced in the thirty-two Purchase Orders it sent APT for work performed under the contract. Each purchase order referenced a web page that incorporated its terms into the agreement. One of those additional terms incorporated by reference was an arbitration clause. APT argues that under New York law an agreement to arbitrate must be clear and unambiguous and the generic reference to 'purchase orders' fails, as a matter of law, to incorporate those terms and conditions into the Parties' contract.

Issues

Rule of Law

Holding and Decision

Legal Analysis

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