DOCKETNO. CV 10-6015858S SUPERIOR COURT
AVIONICS TECHNOLOGIES INC. JUDICIAL DISTRICT OF NEW HAVEN
V. AT NEW HAVEN
ULTI-MATE CONNECTOR, INC APRIL 21, 2011
MEMORANDUM OF DECISION
RE: MOTION TO STAY LITIGATIO N AND TO COMPEL ARBITRAT ION
The Plaintiff, a Connecticut-based sales representative, has brought this action, which
seeks the payment of unpaid commissions, against the defendant, a Califonia corporation with
whom the plaintiff has a contract to promote its products and services within the aerospace and
defense industries. The defendant has filed the instant motion, in which it contends that,
pursuant to the terms of their contract, the parties' dispute must be arbitrated in the State oi
California in accordance with California law and that this action must therefore be stayed in
order
to permit the arbitration to occur.
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The parties5 briefs and oral arguments suggest a scenario similar to, although with
consequences far more serious than, the children's game of "Rock-Paper-Scissors."1 The
"Rock" in this case is a series of two contracts, the first in 2004 and the second in 2006, in which the
defendant made the plaintiff its sales representative within a specific geographical area and at a specific
commission rate and which required that all disputes under the contract be settled by arbitration in
California under California law. The "Paper" is a Connecticut statute which, the plaintiff argues,
supersedes and defeats the defendant's contractual rights to arbitration, and the "Scissors" is the
Federal Arbitration Act which, according to the defendant, preempts the field and supersedes the
state statute on which the plaintiff relies.
To be more specific, on Mar ch
1,
2004, the parties executed t he first of two
Manufacturer's Representative Agreements (the "2004 Agreement,") in which plaintiff was
awarded the "non-assignable right" to sell Defendant's products in Florida, Georgia, Alabama,
Mississippi, South Carolina, and North Carolina. Defendant agreed to pay plaintiff a
commission rate of 7.5% during the term of this agreement. Then, on August 21, 2006, the
parties executed a second Manufacturer's Representative Agreement (the "2006 Agreement,"),
reducing the commission to 5% but adding New York, New Jersey, Pennsylvania, Delaware,
Maryland, Washington DC, Virginia and [effective September 1, 2006] the six New England
41
States" to the plaintiff's territory.
1 A game used to settle disputes, in which each party, on a given signal, displays a hand gesture: Rock,
represented by a clenched fist; Paper, represented by an open hand, palm down, with the
fingers
connected; or Scissors, represented by the index and middle fingers extended and
separated. The
objective is to select a gesture which will defeat that of the opponent as follows: Rock breaks scissors
(that is, rock defeats scissors); Scissors cuts paper(scissors defeats paper); Paper covers rock(paper
defeats rock).
