NORTH SHORE MEDICAL CENTER INC v. ACCREDITED HEALTH SOLUTIONS, INC , 245 So. 3d 789 ( 2018 )

DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT
NORTH SHORE MEDICAL CENTER, INC., a Florida corporation,
TENET RESOURCE POOL, GABRIELLE FINLEY-HAZLE,
MARK PHILLIPS, and YOLANDA BASSE,
Appellants,
v.
ACCREDITED HEALTH SOLUTIONS, INC., a Florida corporation,
Appellee.
No. 4D17-2229
[April 25, 2018]
Appeal from the Circuit Court for the Seventeenth Judicial Circuit,
Broward County; Martin J. Bidwill, Judge; L.T. Case No. CACE 16 001794.
Martin B. Goldberg and Michael L. Ehren of Lash & Goldberg LLP,
Miami, for appellants.
Mark E. Buechele, Davie, for appellee.
KUNTZ, J.
The defendants appeal the circuit court’s non-final order denying their
motion to dismiss and compel arbitration. The court concluded Accredited
Health Solutions, Inc. (“Accredited Health”) and Accredited Home Health
Care of Broward, Inc. (“Accredited Home”) were separate corporate entities.
Therefore, it reasoned that Accredited Health was not bound by an
arbitration agreement in a contract between North Shore Medical Center,
Inc. (“North Shore”) and Accredited Home. The defendants argue the
circuit court erred because Accredited Home was a predecessor entity to
Accredited Health and, therefore, bound by the arbitration agreement. We
agree and reverse.
Accredited Health alleged it is a “successor” to Accredited Home, the
entity that signed the contract containing the arbitration clause, and
stated that the business of the prior entity “was transferred to the Plaintiff
. . . which has continued the business of Accredited Home to the present.”
Accredited Health cannot escape the contract of its predecessor entity to
the extent the claims at issue fall within the scope of the arbitration clause.
Thus, we must review the wording of the arbitration clause and the
claims asserted by Accredited Health. In determining whether these
claims fall within the scope of the arbitration agreement, we first
acknowledge that we must interpret the arbitration clause broadly. Tenet
Healthcare Corp. v. Maharaj, 787 So. 2d 241, 243 (Fla. 4th DCA 2001)
(citing Ocwen Fin. Corp. v. Holman, 769 So. 2d 481, 483 (Fla. 4th DCA
2000)). Second, we recognize that we must enforce an agreement to
arbitrate when the crux of the complaint relates to the contract.
Henderson v. Idowu, 828 So. 2d 451, 453 (Fla. 4th DCA 2002).
With these guides in mind, we conclude Accredited Health’s claims fall
within the scope of the arbitration agreement. The arbitration clause at
issue is broad and states that “[a]ny dispute or controversy arising under,
out of or in connection with, or in relation to this Agreement, or any
amendment hereof, or the breach hereof shall be determined and settled
by final and binding arbitration.”
As for the claims asserted, Accredited Health asserts a claim for tortious
interference with a contractual relationship and a claim for violation of
trade secrets. In the claim for tortious interference, Accredited Health
alleged that North Shore caused third-party individuals to leave
employment with Accredited Health to become directly employed by North
Shore. Without more, the individual employees leaving their employment
with Accredited Health for employment with North Shore may appear
separate from the arbitration agreement. Yet Accredited Health alleged
that North Shore used confidential information obtained as a result of the
contractual relationship to employ these employees. And North Shore only
learned of these employees as a result of its contract with Accredited
Health. Similarly, Accredited Health asserts a claim for violation of trade
secrets—the trade secret being the identity of the individual employees.
Accredited Health specifically alleges North Shore misused information it
obtained from Accredited Health as a result of the agreement.
The allegations in the complaint would not exist but for the contract
with the arbitration clause. Therefore, the claims are subject to arbitration
and the circuit court’s order denying the motion to compel arbitration is
reversed.
Reversed and remanded.
TAYLOR and KLINGENSMITH, JJ., concur.
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Not final until disposition of timely filed motion for rehearing.
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