Can a Non-Signatory to an Agreement to Arbitrate be Compelled to Arbitrate?

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In yet another decision that underscores the “elemental tenet” of arbitration that a party cannot be compelled to arbitrate if he or she has not agreed to arbitrate, the Massachusetts Appeals Court recently ruled that a non-signatory to an agreement cannot be compelled by a signatory to arbitrate a dispute that the non-signatory did not agree to arbitrate.

The case, Walker v. Collyer, 85 Mass.App.Ct. 311 (2014), involved a medical malpractice claim. The doctor was an independent contractor of the facility. At the time of the intake, the facility had signed an agreement with the patient that included a clause stating that all disputes, including malpractice claims, would be decided by arbitration. The patient and the facility signed the agreement. The doctor never signed the agreement.

After the patient died, the executrix of the patient’s estate brought an arbitration claim against the doctor, the facility, and the facility’s parents company. The doctor, arguing that he had never agreed to arbitrate, was compelled by the arbitrator to arbitrate the dispute. The doctor then sought relief from the superior court under M.G.L. c. 251, § 2(b ), arguing that the arbitrator lacked the authority to compel him to arbitrate and that he was not bound by the agreement because he did not sign it. The superior court disagreed with the doctor and compelled him to arbitrate. The doctor appealed to the Appeals Court, which reversed the decision and held that the doctor was not compelled to arbitrate the dispute.

The court began by asking whether the court or the arbitrator had the authority to determine the threshold issue of whether or not the doctor was bound to arbitrate the claim. The court held that, because the question was about whether there actually was an agreement to arbitrate, the court should be the one to decide that gateway issue.

The court then moved on to the question of whether a party could be compelled to arbitrate when the party had never signed the arbitration agreement. Although courts will occasionally enforce agreements to arbitrate against non-signatory parties, they do so only under very limited exceptions that are rooted in contract law. In this case, because there never was an agreement to arbitrate and none of the exceptions applied, the court held that the doctor could not be compelled to arbitrate.

Accordingly, the court added another brick to the great wall of case law that supports the notion that arbitration is a creature of agreement – only parties who have agreed to arbitrate a dispute can be compelled to participate in arbitration.


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