Third District Court of Appeal
State of Florida
Opinion filed August 17, 2022.
Not final until disposition of timely filed motion for rehearing.
________________
No. 3D20-1047
Lower Tribunal No. 19-28425
________________
1906 Collins LLC, etc., et al.,
Appellants,
vs.
Miguel Angel Chibras Romero, et al.,
Appellees.
An Appeal from a non-final order from the Circuit Court for Miami-Dade
County, Valerie R. Manno Schurr, Judge.
Dickinson Wright PLLC, and Catherine F. Hoffman and Vijay G.
Brijbasi, (Fort Lauderdale), for appellants.
Law Office of John H. Schulte, and John H. Schulte, for appellees.
Before SCALES, GORDO and BOKOR, JJ.
BOKOR, J.
The lawsuit before the trial court asserts multiple claims against
several defendants and involves a dispute between once-partners, owners,
managers, and operators of Bâoli, a popular nightclub in Miami Beach.
International partners, holding companies, big business, real estate,
allegations of contractual breach and betrayal—the music stopped, the
parties soured on each other, and the cold florescent lights of the Dade
County Courthouse replaced the velvet ropes, bottle service, and thumping
beats of the South Beach nightclub scene. But this appeal addresses none
of that intrigue. Here, we just determine who gets to hear it.
The operators of the nightclub, 1906 Collins, LLC and Mr. Hospitality,
LLC, seek relief from the trial court’s order compelling arbitration on certain
counts of the amended complaint. The operators contend that the relevant
agreement permits the claims to proceed in the underlying lawsuit. For the
reasons explained below, we agree with the operators.1
BACKGROUND
Five of the eight counts of the operative complaint filed by 1906 Collins
and Mr. Hospitality address the conduct of Michael Ridard, an employee of
Mr. Hospitality and the chief operating officer of the nightclub. Count III
1
We have jurisdiction. See Fla. R. App. P. 9.130(a)(3)(C)(iv).
2
asserts a breach of non-solicitation and non-competition covenants in
Ridard’s employment agreement with Mr. Hospitality. 2 Counts IV and V
assert claims against various other defendants for aiding and abetting
Ridard’s alleged breach of contract. Count VI claims tortious interference by
Ridard with the nightclub’s business based on the same conduct. Count VII
asserts common law unfair competition claims against Ridard and other
defendants, also based on the same conduct. All these claims sought both
damages and injunctive relief to enforce the terms of the employment
agreement.
Ridard and the other defendants moved to compel arbitration pursuant
to the employment agreement. The agreement contains an arbitration
provision stating that “[e]xcept as provided in Section 6F hereof, any
controversy arising out of or relating to this Agreement or the breach hereof
shall be settled by arbitration.” Section 6F of the agreement, titled “Injunctive
Relief,” provides that:
Ridard acknowledges and agrees that the covenants and
restrictions contained in Sections 6A through 6E hereof are
necessary, fundamental and required for the protection of the
goodwill of the Business and the Company, and that such
covenants and restrictions relate to matters which are of a
special, unique and extraordinary character that gives each of
such covenants and restrictions a special, unique and
2
Ridard and Mr. Hospitality were the only signatories to the employment
agreement.
3
extraordinary value. For these reasons, and because a breach
of the covenants and restrictions contained in Sections 6A
through 6E hereof will result in irreparable harm and damages
to the Company that cannot be adequately compensated by a
monetary award, it is expressly agreed that in addition to all other
remedies available at law or equity, the Company shall be
entitled to the immediate remedy of a temporary restraining
order, preliminary injunction, or other form of injunctive or
equitable relief as may be used by any court of competent
jurisdiction to restrain or enjoin Ridard from breaching any such
covenant or restriction, or to specifically enforce the provisions of
these Sections, without posing [sic] bond.
Interpreting this agreement, the trial court granted the motion to compel
arbitration as to counts III through VII, finding that a valid and enforceable
arbitration agreement existed between Mr. Hospitality and Ridard, that the
agreement mandated arbitration of the claims against Ridard, and that the
other parties could also be compelled to arbitrate because the claims
involving them relied on the same factual nucleus as the claims against
Ridard. This appeal followed.
ANALYSIS
We review a trial court’s order on a motion to compel arbitration de
novo. See, e.g., MV Ins. Consultants v. NAFH Nat’l Bank,
87 So. 3d 96, 98
(Fla. 3d DCA 2012). Under both the state and federal arbitration codes,
when considering a motion to compel arbitration, a court evaluates three
factors: (1) whether a valid agreement to arbitrate exists; (2) whether an
arbitrable issue exists; and (3) whether the right to arbitration has been
4
waived. See, e.g., Seifert v. U.S. Home Corp.,
750 So. 2d 633, 636 (Fla.
1999). “A court must compel arbitration where an arbitration agreement and
an arbitrable issue exists, and the right to arbitrate has not been waived.”
Miller & Solomon Gen. Contractors, Inc. v. Brennan’s Glass Co., Inc.,
824
So. 2d 288, 290 (Fla. 4th DCA 2002) (quotation omitted). “[I]n determining
whether the parties have agreed to arbitrate a particular dispute, arbitration
provisions are to be construed following general principles of contract
interpretation, and no party may be forced to submit a dispute to arbitration
if the parties did not intend and agree to arbitrate that dispute.” MV Ins.
Consultants,
87 So. 3d at 98–99 (citation omitted).
The employment agreement unambiguously excludes claims
described in Section 6F from arbitration. Section 6F (which references and
directly follows Sections 6A through 6E, the non-solicitation and non-
compete covenants allegedly breached by Ridard) allows Mr. Hospitality to
seek, “in addition to all other remedies available at law or equity, injunctive
or equitable relief as may be used by any court of competent jurisdiction to
restrain or enjoin Ridard from breaching any such covenant or restriction, or
to specifically enforce the provisions of these Sections.” This provision,
specifically excluded from the arbitration provision, allows Mr. Hospitality to
bring an action in a court of competent jurisdiction and seek injunctive relief
5
to enforce the covenants and restrictions in the agreement. Further, the
inclusion of the phrase “in addition to all other remedies available at law or
equity” indicates that Mr. Hospitality is not limited solely to seeking injunctive
remedies in pursuing such a claim.
“It is fundamental that where a contract is clear and unambiguous in
its terms, the court may not give those terms any meaning beyond the plain
meaning of the words contained therein.” GEICO Indem. Co. v. Walker,
319
So. 3d 661, 665 (Fla. 4th DCA 2021) (quotation omitted). Because counts
III through VII of the complaint relate to the enforcement or breach of
covenants or restrictions in the agreement, the trial court erred in compelling
arbitration of such claims. 3 Accordingly, we reverse the trial court’s order
compelling arbitration and remand for further proceedings consistent with
this opinion.
Reversed and remanded.
3
Additionally, because we conclude that the contract clearly and
unambiguously excluded the challenged claims from mandatory arbitration,
we need not decide whether the trial court lacked a legal basis to compel
arbitration as to 1906 Collins, a non-party to the employment agreement.
See, e.g., Stalley v. Transitional Hosps. Corp. of Tampa, Inc.,
44 So. 3d 627,
629 (Fla. 2d DCA 2010) (explaining that “[a]s a general rule, only the actual
parties to the arbitration agreement can be compelled to arbitrate,” except in
limited situations where the nonparty is an authorized agent of a signatory).
6
