Arbitration is an alternative form of dispute resolution where the parties voluntarily agree that a neutral person will resolve any legal disputes between them, instead of a judge or jury in a court of law. It is encouraged and recognized as the public policy of the State of New York.¹ Consequently, courts will interfere as little as possible with the agreement of consenting parties to submit their disputes to arbitration.² 

Since arbitration is a “creature of contract”,³ only signatories to a contract containing an arbitration agreement can be compelled to arbitrate.⁴ Consequently, “a party cannot be required to submit to arbitration any dispute which he has not agreed so to submit.”⁵ 

Not surprisingly, whether the parties are bound by an arbitration agreement and whether they agreed to submit their dispute to arbitration are hotly contested questions. The person(s) who will resolve these questions is dependent upon the agreement at issue.

“Where there is no substantial question whether a valid agreement [to arbitrate] was made or complied with, and the claim sought to be arbitrated is not barred by limitation …, the court [will] direct the parties to arbitrate.”⁶ Where the validity of an agreement to arbitrate is in question, the court retains the authority, in the initial instance, to assess whether the arbitration clause – independent of overall contractual validity – is valid and enforceable.⁷  If the court finds the arbitration clause to be valid and enforceable (as in Brown v. Hossain, 2024 N.Y. Slip Op. 50766(U) (Sup. Ct., N.Y. County June 17, 2024) (here), the case that we examine today), then the case must give way to the arbitrator on the question of overall contractual validity and/or enforceability.⁸

The foregoing rules are intended to guard against “the risk of forcing parties to arbitrate a matter that they may well not have agreed to arbitrate.”⁹ “Were the courts to cede to arbitrators resolution of the arbitrability of the dispute (absent the clear and unmistakable agreement of the parties to that effect), this would incur an unacceptable risk that parties might be compelled to surrender their right to court adjudication, without their having consented.”¹⁰ Accordingly, in the absence of an arbitration agreement that clearly and unmistakably provides for the issue of arbitrability to be decided by the arbitrator, the question of whether the dispute is subject to an arbitration agreement “is typically an issue for judicial determination.”¹¹ 

Brown v. Hossain

Brown arose from a claim of, inter alia, negligence in connection with medical care and treatment provided by defendants to the deceased Angela Mendez (the “decedent”). The claim was asserted by Sandra Brown, Administratrix of the Goods, Chattels, and Credits of the decedent. Plaintiff charged defendant with negligence resulting in medical malpractice, wrongful death, and a failure to provide informed consent. Defendant moved to dismiss the complaint and compel arbitration pursuant to CPLR §7501.¹²

Defendant argued that the contract between him and the decedent contained a broad arbitration provision, which required the parties to arbitrate “any claim, dispute, controversy … including … any … claims, that may arise out of [or] relate to this Agreement, including the enforcement, breach, or interpretation of this Agreement.”¹³ The agreement also provided that the parties were “waiving their rights to maintain other available resolution processes, such as a court action … to settle their disputes” and that it was their “intention that all issues and disputes between the parties … be handled solely in arbitration and not in a court of law or otherwise.”¹⁴

Plaintiff opposed the motion on several grounds, including: (a) the agreement had not been authenticated by any supporting affidavit other than an attorney’s affirmation; (b) the arbitration provision of the document was unenforceable due to lack of mutual consideration; (c) the arbitration provision did not apply to a medical malpractice claim as it was not within the categories covered by the agreement which did not reference negligence or medical malpractice; (d) the codefendants were not covered by the arbitration provision and severance of the claims would be prejudicial and create a risk of inconsistent verdicts; and (e) the agreement was unenforceable as unconscionable due to the fact that the arbitration provision constituted a contract of adhesion. 

The motion court granted the motion.

The motion court held that “despite Plaintiff’s contention that [the parties] did not agree to arbitrate medical malpractice lawsuits, the decedent signed the contract containing the arbitration clause, which represent[ed] a ‘clear, explicit and unequivocal’ agreement to arbitrate for medical services rendered.¹⁵ 

The motion court found that there was a “reasonable relationship” between the subject matter of the dispute and the subject matter of the underlying contract – a finding that would send the dispute to arbitration.¹⁶ In so finding, the motion court noted that there was a “clear” relationship “between the subject matter of the dispute and the underlying contract because the dispute involve[d] a medical malpractice claim arising from the underlying contract for medical services.”¹⁷ 

The motion court rejected plaintiff’s argument that the arbitration provisions of the agreement only applied to the payment of fees because the agreement, when read as a whole, concerned only the payment of fees. The motion court reasoned that since the arbitration provision was broad, it should “be given the full effect of its wording in order to implement the intention of the parties.”¹⁸

Footnotes

1. Matter of Smith Barney Shearson v. Sacharow, 91 N.Y.2d 39, 49 (1997) (citations and quotation marks omitted).
2. Id. at 49-50. (citations omitted).
3. Louis Dreyfus Negoce S.A. v. Blystad Shipping & Trading Inc., 252 F.3d 218, 224 (2d Cir. 2001). See also Rent-A-Ctr., W, Inc. v. Jackson, 561 U.S. 63, 67 (2010) (noting that “arbitration is a matter of contract”).
4. TBA Global, LLC v. Fidus Partners, LLC, 132 A.D.3d 195, 202 (1st Dept. 2015).
5. AT&T Techs., Inc. v. Communications Workers of Am., 475 U.S. 643, 648 (1986) (quoting Steelworkers v. Warrior & Gulf Nav. Co., 363 U.S. 574, 582 (1960)).
6. CPLR § 7503(a).
7. Matter of Prinze, 38 N.Y.2d 570 (1976).
8. Id. See also Monarch Consulting, Inc. v. Nat’l Union Fire Ins. Co. of Pittsburgh, PA, 26 N.Y.3d 659, 661 (2016).
9. Howsam v. Dean Witter Reynolds, Inc., 537 U.S. 79, 83-84 (2002).
10. MetLife v. Buscek, 919 F.3d 184, 190 (2d Cir. 2019) (citing First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 945 (1995)).
11. Id. (quoting Granite Rock Co. v. Int’l Bhd. of Teamsters, 561 U.S. 287, 296 (2010) (internal citation and quotation marks omitted)).
12. CPLR § 7501 provides: “Effect of arbitration agreement. A written agreement to submit any controversy thereafter arising or any existing controversy to arbitration is enforceable without regard to the justiciable character of the controversy and confers jurisdiction on the courts of the state to enforce it and to enter judgment on an award. In determining any matter arising under this article, the court shall not consider whether the claim with respect to which arbitration is sought is tenable, or otherwise pass upon the merits of the dispute.”
13. Slip Op. at *2.
14. Id. (internal quotation marks omitted).
15. Id. (citing God’s Battalion of Prayer Pentecostal Church, Inc. v. Miele Assocs., LLP, 6 N.Y.3d 371, 374 (2006) (quoting In re Waldron v. Goddess, 61 N.Y.2d 181, 183 (1984)).
16. Id. (citing Nationwide Gen. Ins. Co. v. Investors Ins. Co. of Am., 37 N.Y.2d 91, 96 (1975)).
17. Id.
18. Id. (quoting Weinrott v. Carp, 32 N.Y.2d 190, 199 (1973)) (internal quotation marks omitted).