Our courts regularly struggle with whether a person has standing to compel arbitration of claims arising from one of several documents, only one of which contained an arbitration clause. When the moving party had not signed the arbitration document, the response often was to deny a motion to compel arbitration. In Angrisani v. Financial Technological Ventures L.P., 402 N.J. Super. 138 (App. Div. 2008), for example, an employment agreement contained an arbitration clause. When the employer sought to compel arbitration of a claim under a contemporaneously executed stock purchase agreement, which did not itself require arbitration, the trial court found that the documents and claims were sufficiently interrelated to require arbitration. The Appellate Division reversed. The employment agreement explicitly limited arbitration to disputes between the employer and employee, not the parties to the stock purchase agreement, and the appeals court believed the contracts and claims were not sufficiently interrelated to justify arbitration. Angrisani was relied on, in part, in Hirsch v. Amper Financial Services LLC, 215 N.J. 174 (2013), which held that equitable estoppel was not a sufficient basis under New Jersey law for requiring arbitration on the so-called entwinement theory of contract and party inter-relatedness.

The Appellate Division recently held, in an unpublished opinion, that documents that were part of a unitary or integrated transaction may give rise to a duty to arbitrate claims against a signatory to one of the documents even though that person had not signed the document that contained an arbitration clause. Victory Entertainment Inc. v. Schibell, A-3388-16T, 2018 N.J. Super. Unpub. LEXIS 1467 (N.J. Super. Ct. App. Div. Jun. 21, 2018). The holding of the decision is sufficiently noteworthy for publication, but coming from a two-judge panel, it is not eligible.

The facts of the underlying transactions were developed in six days of hearings. As part of a reallocation of the parties' interests in several adult entertainment business entities and an effort to mask one party's interest in the businesses, all four executed stock certificates, three executed a sales agreement, and two executed a deadlock agreement. Only the latter contained an arbitration clause.

When a signatory to the deadlock agreement was removed from his ownership position, he sued. A signatory to the sales agreement, but not the deadlock agreement, moved to compel arbitration. The trial court held that he had standing to invoke the arbitration clause in a document he did not sign because the documents, read together, were a “unitary contract.” They were part of the same commercial transaction, had internal cross references to each other, were executed contemporaneously, and pertained to control and management of the same business.

Victory Entertainment is one of the few arbitration cases to view multiple documents as an integrated or unitary contract. It came to that conclusion under generally applicable principles of contract and agency law. It discussed non-arbitration commercial cases—apparently not cited before in this context—invoking the unitary contract principle. The cases go back as far as 1947, and they are insulated from the policy considerations attendant to more recent consumer cases involving adhesion contracts. We welcome the “back to basics” approach.