Arbitrability Issues Addressed Again
Vice Chancellor Strine decided a second case this month dealing with arbitrability of a claim, based on an interpretation of an arbitration clause and whether it covered the claims being presented to the court. Douzinas v. American Bureau of Shipping, Inc., download file, 2006 WL 167788 (Del. Ch.). Unlike the issue addressed in his prior decision on the issue about 2 weeks ago, and summarized here, the parties did not raise in this most recent case, (but the court observed that they could have), whether or not the arbitrator should decide arbitrability instead of the court.
The Chancery Court noted that in an alternative entity, one must first examine the governing instrument when presented with a fiduciary duty claim because unlike in the corporate setting, such document can restrict fiduciary duties.
In requiring arbitration, the court noted that there is "abundant" authority for requiring non-signatories to compel signatories to arbitrate disputes under the theory of equitable estoppel, where for example, there are allegations of substantially concerted conduct by both the non-signatory and the signatories to the contract.
