Walsh Grp. v. Zion Jacksonville

379 So.3d 571

The WALSH GROUP d/b/a Archer Western Contractors, LLC, Appellant,

v.ZION JACKSONVILLE, LLC, Florida Roads Trucking, LLC, GEC Trucking and Construction, Inc., f/k/a GEC Trucking, Inc., Capps Land Management and Trucking Inc., et al., Appellees.

Case No. 5D23-1784

District Court of Appeal of Florida, Fifth District.

February 2, 2024

On appeal from the Circuit Court for Duval County. Bruce R. Anderson, Jr., Judge, LT Case No. 2022-CA-006818 Timothy D. Woodward and Alyssa Cory, of Shutts & Bowen LLP, Tampa, for Appellant.

Niels P. Murphy and Davis D. Balz, of Murphy & Anderson, P.A., and Andrew P. Brigham and Trevor S. Hutson, of Brigham Property Rights Law Firm, PLLC, St. Augustine, for Appellee, Zion Jacksonville, LLC.

No Appearance for Remaining Appellees.

Jay, J.

Appellee ("Zion") sued Appellant ("Archer"). Archer moved to compel the arbitration of Zion’s claims. The trial court only partially granted Archer’s motion, ruling that just two of Zion’s claims are subject to arbitration. We agree with Archer that the trial court should have granted the motion in full.

I.

The Florida Department of Transportation hired Archer to make road improvements in Jacksonville. Zion owns land in the vicinity of the project. Archer and Zion formed a contract under which Archer would pay Zion to enter Zion’s property to export certain sand that is useful for road construction. The contract included an arbitration clause. In relevant part, the clause provided that "[a]ny controversy or claim" by Archer against Zion or Zion against Archer "shall, at the option of [Archer] or [Archer’s] surety and at any time, be resolved by arbitration pursuant to rules determined by [Archer]."

Zion later sued Archer for littering, trespass, organized fraud, gross negligence, breach of contract, and unjust enrichment. Zion attached the Archer contract to its complaint and incorporated the contract into its allegations. Zion’s reliance on the contract is evident throughout the complaint. Indeed, one particularly representative section reads:

127. Archer Western and employees, representatives, and/or agents of Archer Western, including the Trucking Companies, were not authorized to enter to Zion Property for any purpose other than what was explicitly spelled out in the Purchase Order Contract. See Exhibit B.

128. Archer Western and employees, representatives, and/or agents of Archer Western, including the Trucking Companies, were never authorized, by contract or otherwise, to dump imported, unsuitable, non-native fill material, or debris of any kind (collectively, "Material"), on the Zion Property.

129. The Purchase Order Contract was for the export of A-3, Select Fill from the Zion Property and not for the import of any type of materials whatsoever to the Zion Property.

130. Archer Western’s or its respective Trucking Companies’ intentional deceptive dumping and concealment practices and other tortious conduct, were entirely outside of the consideration, contemplation, or expectation of the parties to the Purchase Order Contract.

131. Archer Western and employees, representatives, and/or agents of Archer Western, including the Trucking Companies, acted, collectively, ultra vires to violate Zion’s private property rights.

132. Yet, it was the Purchase Order Contract, and the authorization to be present upon and use the Zion Property in order to remove and export A-3, Select Fill material from the Zion Property, that provided a "front" or "cover" for Archer Western and its respective Tracking Companies to use the Zion Property as a hidden dump site.

133. Zion, as the owner of private property, never gave its consent to Archer Western and employees, representatives, and/or agents of Archer Western, including the Trucking Companies, to dump the imported, unsuitable, non-native fill material or debris.

134. Archer Western and employees, representatives, and/or agents of Archer Western, including the Trucking Companies, exceeded the authorization granted in the Purchase Order Contract to use the Zion Property in a completely different manner and for a completely different purpose than what was explicitly spelled out in the Purchase Order Contract.

135. Archer Western and employees, representatives, and/or agents of Archer Western, including the Trucking Companies, violated Zion’s property rights by trespassing on the Zion Property, exceeding the authorization granted to use the property pursuant to the Purchase Order Contract, and dumping imported, unsuitable, non-native fill material and debris from the North I Project.

(Bolding of "Exhibit B" in original, all other bold font added).

Zion expressly reasserted, realleged, and incorporated these paragraphs into each of its claims against Archer. Zion did the same as to its allegation that "[a]ll conditions precedent to the bringing of this action, both legal and contractual, have been performed, excused, or waived." (Emphasis added).

Based on these allegations and the arbitration clause in the parties’ contract, Archer moved to compel arbitration. Zion conceded that arbitration was appropriate for the breach of contract and unjust enrichment claims, but it opposed arbitration of the remaining claims.

The trial court agreed with Zion. The court observed that while the arbitration clause was "broad," arbitration of a given claim still required the claim to have a nexus with Archer and Zion’s agreement. While the court found a nexus as to the claims for breach of contract and unjust enrichment, it determined that Zion’s claims for littering, trespass, organized fraud, and gross negligence "could have arisen without the existence of a contract and stem from the alleged violation of duties that are imposed wholly independent of the Contract." (Emphasis added). As such, the court determined that these claims were not subject to the contract’s broad arbitration clause. Archer challenges that portion of the court’s order.

II.

[1] "The standard of review of a trial court’s order on a motion to compel arbitration is de novo." Northport Health Servs. of Fla., LLC v. Louis, 240 So. 3d 120, 122 (Fla. 5th DCA 2018).

A.

[2, 3] Under Florida and federal law, courts generally favor the use of arbitration agreements. Fort Walton Rehab. Ctr., LLC v. Est. of Etheleene Galloway Gordon, 340 So. 3d 533, 535 (Fla. 1st DCA 2022). When faced with a motion to compel arbitration, a court considers three elements: "(1) whether a valid written agreement to arbitrate exists; (2) whether an arbitrable issue exists; and (3) whether the right to arbitration was waived." Seifert v. U.S. Home Corp., 750 So. 2d 633, 636 (Fla. 1999). Here, the parties do not dispute the first and third elements. Instead, their disagreement is all about the second element, which is whether Zion’s claims are arbitrable issues. To resolve this disagreement, we must examine the connection between Zion’s claims "as [they are] alleged in the complaint" and the parties’ contract. See id. at 640.

[4, 5] In Seifert, the Supreme Court of Florida held that "even in contracts containing broad arbitration provisions, the determination of whether a particular claim must be submitted to arbitration necessarily depends on the existence of some nexus between the dispute and the contract containing the arbitration clause." Id. at 638. As such, arbitration is appropriate if there is a "significant relationship" between the claim and the contract—i.e., "if the claim presents circumstances in which the resolution of the...