In reversing the trial court's denial of a motion to compel arbitration, the Third Circuit in Field Inteligence v. Xylem Dewatering Sols. Inc., __ F.4th __, 2022 U.S. App. LEXIS 25561 (3d Cir. Sept. 13, 2022) (precedential), once again highlighted problems that may occur when transactional lawyers rely on boilerplate clauses. As we warned in "Clean Up Arbitration Agreements," NJLJ Editorial (Aug. 8, 2022), and in "SCOTUS Upended Defenses to Arbitration in Third Circuit," NJLJ Editorial (June 20, 2022), discussing Morgan v. Sundance, 142 S. Ct. 1708 (May 23, 2022), transactional attorneys must be vigilant regarding legal developments that might affect the enforcement of arbitration clauses and other (oddly-termed) "boilerplate" in company contracts. That goes double for litigators with submitted motions and appeals.

Field Intelligence concerned the alleged breach of the parties' 2017 agreement protecting the plaintiff's intellectual property in certain water systems distributed by the defendant. During discovery, defendant says, it learned for the first time that plaintiff was relying on an earlier, 2013 nondisclosure agreement to define (in part) the matters in issue. Although the 2017 agreement's venue clause required all disputes to be resolved in court, the 2013 agreement contained an arbitration clause. Defendant moved to compel arbitration, which plaintiff opposed, arguing that the 2017 venue clause superseded the 2013 arbitration clause. After all, it reasoned, the 2017 agreement contained a standard integration clause that, plaintiff said, meant the 2017 agreement superseded the 2013 agreement—arbitration clause and all. The district court agreed with plaintiff and denied the motion. The Third Circuit reversed and remanded.