Over the past decade, parties have increasingly come to rely on extrajudicial methods of dispute resolution, frequently incorporating arbitration clauses into their agreements. But when a relationship sours and parties are unhappy with the arbitration bargain they struck, they frequently try to disavow their agreement by pursuing their claims in court. Vice Chancellor John W. Noble, in Align Strategic Partners v. Moesser, C.A. No. 11240-VCN (Feb. 26, 2016), the last opinion he penned prior to his retirement, rejected a party’s argument that it could pursue its claims in court, dismissing its action in part after determining that the company had agreed to arbitrate its underlying claims.

Background

In September 2011, Lane Moesser, a co-founder of Align Strategic Partners, became Align’s vice president and acquired a 7.5 percent ownership interest for $75,000. In connection with his new position and ownership stake, Moesser and Align executed several interrelated agreements, including an employment agreement, a membership interest purchase agreement, and Align’s operating agreement. None of these agreements, standing alone, speaks to all of the parties’ rights and obligations, but taken collectively, they address most areas of the parties’ relationship. The agreements provide that when Moesser’s employment with Align ends, Align may repurchase Moesser’s membership interest. Read together, they also set forth a process for determining how much Align must pay Moesser should the company elect to exercise its repayment option upon termination of Moesser’s employment.

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