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[W] Doleac v. Real Estate Professionals6/16/2005
agreement?
.The ICA and the LA do not contain an arbitration clause but the APA does contain an arbitration clause. REP argues that because the LA and ICA do not contain an arbitration clause, any claims under those agreements are not subject to arbitration.
. In Personal Security & Safety Systems, Inc. v. Motorola, Inc., 297 F.3d 388, 390-91 (5th Cir. 2002), PSSI and Motorala executed three agreements in connection with their investment: a Stock Purchase Agreement, a Shareholders Agreement and a Product Development and License Agreement. The Product Development and License Agreement contained an arbitration clause, and the court held that "the licensing agreement's arbitration provision governs claims arising out of the stock purchase agreement because the agreement were executed together as part of the same overall transaction and therefore are properly construed together." Id. at 390. Furthermore, in Neal v. Hardee's Food Systems, Inc., 918 F.2d 34, 36 (5th Cir. 1990), Hardee's and Neal entered into a Purchase Agreement which expressly provided that Neal would contemporaneously enter into License Agreements with Hardee's. The License Agreements contained an arbitration clause, and Neal filed a complaint against Hardee's for claims arising under the Purchase Agreement, which did not contain an arbitration clause. Id. The court, however, held that " lthough the parties used multiple agreements to delineate their relationship, each agreement was dependant upon the entire transaction. . . . The individual agreements were integral and interrelated parts of the one deal." Id.
. Likewise, in Russell v. Performance Toyota, Inc., 826 So. 2d 719, 723 (Miss. 2002), there were two contracts: a Retail Buyer's Order and a Purchaser's Agreement Concerning Trade In. The Retail Buyer's Order contained an arbitration clause, and Russell argued that since his claims concerned the other agreement, which did not have an arbitration clause, any claims that involved the trade in agreement were not subject to arbitration. Id. However, this Court noted that the Retail Buyer's Order specifically stated: "The attached Purchaser's Agreement Concerning Trade In hereby is incorporated into this contract." Id. This Court affirmed the trial court's referral of the case to arbitration. Id. This Court again held in Sullivan v. Mounger, 882 So. 2d 129, 134-35 (Miss. 2004), that all of the individual agreements entered into were integral and interrelated parts of a single, global settlement transaction and as such all three documents were construed together.
. Here, the APA specifically incorporates the LA and the ICA. The APA states that "Purchaser will enter into an employment contract with the Sellers principal shareholder, Barry C. Doleac, the terms of which shall be incorporated herein and made a part of this agreement." Furthermore, the APA also stated that "Purchaser agrees to lease from Seller that certain property and improvements thereon located at 6606 U.S. Highway 98 West, Hattiesburg, MS 39402, pursuant to that LA, the terms of which are incorporated herein and made a part of this agreement." The APA went even further and stated that " his agreement and the other agreements contemplated hereby set forth the entire understanding of the parties. . . ." As was the case in Neal, Russell, and Sullivan, there is no question in the case sub judice that all the individual documents were integral and interrelated parts of a single transaction. The Court in Neal stated that "under general principles of contract law, separate agreements executed contemporaneously by the same parties, for the same purposes, and as part of the same transaction, are to be construed together." Neal, 918 F.2d at 37.
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