MEMORANDUM OPINION & ORDER Plaintiff Ostrolenk Faber LLP brings this action against Defendant Paul J. Lagassey, who is appearing pro se. Plaintiff asserts several claims, including breach of contract, fraud, and unjust enrichment. Now before the Court is Defendant’s motion to dismiss. For the following reasons, the Court construes Defendant’s motion as one to compel arbitration and grants that request. FACTUAL BACKGROUND1 Plaintiff is a New York limited liability company “engaged in the practice of law specializing in intellectual property, including the protection of patents, trademarks, and copyrights.” Compl. 5. Defendant, whose primary residence is in Florida, is “an inventor and entrepreneur.” Id. 6. To manage his inventions and related patents and trademarks, Defendant established several corporate entities in Florida and Alaska. These corporate entities, Plaintiff alleges, were formed “to avoid personal liability” and are “mere alter-egos of [Defendant].” Id.
12-13. In 2010, Defendant “opened various accounts with [Plaintiff], for his supposed corporate entities.” Id. 15. According to Plaintiff, entities that it had relationships with included Great Northern Research LLC, Conceptual Speech LLC, Eastern Investments LLC, Shrunken Heads Enterprises LLC, KoolLight LLC, Coolsoft LLC, Speechvibe LLC, and Hurricane LLC. Through 2017, Plaintiff — primarily through a former partner, Steven M. Hoffberg, see Def.’s Mot. 3-provided these corporate entities with legal services, including “applying] for and obtaining] patents rights…for several inventions” and “register[ing] at least one trademark.” Compl. 7, Each month, Plaintiff sent an invoice to “[Defendant] and his various corporate alter-egos” for this legal work. Id. 21. “[S]eparate written retainer agreements” governed the relationship between Plaintiff and each of Defendant’s corporate entities. Def.’s Mot. 7; see also Def.’s Mot., Ex. A, Hoffberg Deck 9. Although Defendant signed each agreement on behalf of the corporate entity, he did so in the capacity as that respective entity’s manager.2 Def.’s Mot. 2-3; see also Def.’s Mot., Ex. B. Defendant submitted one of these agreements with his motion. See Def.’s Mot., Ex. B. Defendant states — and Plaintiff has not disputed — that this retainer agreement is “representative of the retainers Plaintiff has with the other Defendant managed entities.”3 Def.’s Mot. 5. The submitted agreement, as well as the other agreements, includes the following arbitration clause: Subject to precedence of any administrative rules or other legal obligations, any dispute concerning fees and disbursements due and/or services rendered shall be submitted to, and settled by arbitration by at least one (1) arbitrator. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”)…If an arbitration is commenced by the Firm, then the Firm shall pay the cost of arbitration through judgment, subject to the following. The arbitrator shall, in the Award, allocate all of the costs of the arbitration (and the mediation, if applicable), including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail, unless the arbitrator determines that a different allocation is equitable. Def.’s Mot., Ex. B. Defendant explains that he negotiated for this arbitration clause because it was “intended to provide the Defendant managed entities (and also Defendant himself) with established rules for settling disputes that insulated the entities (and Defendant) from the cost of civil litigation in Court[.]” Def.’s Mot. 20; see also Def.’s Reply
