Opinion by Judge Paul W. Grimm
Holding: A court should grant a motion to dismiss
on arbitration agreement grounds only if the terms of the agreement are free
from ambiguity.
Facts: Defendant was the sole stockholder of a
consulting company, incorporated in Maryland, which he sold to Plaintiff,
a Dubai corporation. Defendant moved to dismiss on several grounds, one
of which included to dismiss the proceedings pending arbitration,
pursuant to an arbitration clause in the contract for sale of the consulting
company. The arbitration clause provided, in its entirety:
"Arbitration. Any arbitration shall be in accordance with ICC rules."
Analysis: "In determining whether parties have agreed to
arbitrate the dispute in question, the Court should consider (1) whether a
valid agreement to arbitrate between the parties exists and (2) whether the
dispute in question falls within the scope of that arbitration
agreement." The Court further noted that if the terms are free from ambiguity the Court should
grant the motion to dismiss on arbitration agreement grounds. The Court
found the agreement to be ambiguous and not appropriate for resolution on a
motion to dismiss.
The Court granted the motion to dismiss on
other grounds. Please note that it is not clear from the case whether the contract was governed by Maryland law.
The full opinion is available in PDF.
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