United States District Court, S.D. Mississippi, Northern Division
J. CALDARERA & COMPANY, INC. PLAINTIFF
COMPLEX MANAGEMENT, INC. AND CROSBY SHELTERS, LTD. DEFENDANTS
P. JORDAN III CHIEF UNITED STATES DISTRICT JUDGE
J. Caldarera & Company, Inc. (“JCC”) filed
this lawsuit to compel Defendants Complex Management, Inc.
(“CMI”) and Crosby Shelters, Ltd.
(“CSL”) to arbitrate JCC's breach-of-contract
and related claims. Defendants resist arbitration and have
asked the Court to preliminarily enjoin the arbitration JCC
has already initiated. For the reasons that follow, JCC's
Motions to Stay and Compel Arbitration [3, 4, 11] are
granted, and Defendants' Motion to Preliminarily Enjoin
Arbitration  is denied.
CSL owns, and Defendant CMI manages, the Crosby Shelters
Apartments in Crosby, Mississippi. In August 2016, the
apartments sustained flood and wind damage, so in January
2017, Andrew Ivison, the then-president of both CSL and CMI,
signed two contracts with JCC to repair the property. He did
so on behalf of CMI. Both contracts contained arbitration
provisions, which JCC now invokes to recover an alleged debt
of over $1.5 million from CMI and CSL.
invoked section 4 of the Federal Arbitration Act, which
permits “[a] party aggrieved by the alleged failure,
neglect, or refusal of another to arbitrate under a written
agreement for arbitration [to] petition any United States
district court . . . for an order directing that such
arbitration proceed in the manner provided for in such
agreement.” 9 U.S.C. § 4. “Arbitration is a
matter of contract between the parties, and a court cannot
compel a party to arbitrate unless the court determines the
parties agreed to arbitrate the dispute in question.”
Pennzoil Expl. & Prod. Co. v. Ramco Energy Ltd.,
139 F.3d 1061, 1064 (5th Cir. 1998).
of an arbitration agreement involves two analytical steps.
The first is contract formation-whether the parties entered
into any arbitration agreement at all. The second
involves contract interpretation to determine whether this
claim is covered by the arbitration agreement.”
Kubala v. Supreme Prod. Servs., Inc., 830 F.3d 199,
201 (5th Cir. 2016) (citations omitted).
the parties focus on two issues. First, they dispute the
first prong of the arbitration test-whether a valid agreement
to arbitrate existed. Second, Defendants alternatively say
JCC waived any right to arbitrate.
Whether the Parties Agreed to Arbitrate
the parties entered a valid agreement to arbitrate is decided
under state contract law. May v. Higbee Co., 372
F.3d 757, 764 (5th Cir. 2004) (citing Wash. Mut. Fin.
Grp., LLC v. Bailey, 364 F.3d 260, 264 (5th Cir. 2004)).
And that question is not subject to the federal policy
favoring arbitration. Carey v. 24 Hour Fitness, USA,
Inc., 669 F.3d 202, 215 (5th Cir. 2012) (citations
omitted). Because this analysis differs for the claims
against CMI and CSL, the Court will consider them separately.
beyond dispute that the two contracts for repairs to the
Crosby Shelters Apartments were “BETWEEN” CMI and
JCC. See First Contract [1-1]; Second Contract
[1-2]. Both contracts contained arbitration agreements, and
there is no legitimate argument that Andrew
Ivison-CMI's president-lacked the capacity to bind CMI.
nevertheless says the contracts lacked mutual assent.
Defs.' Mem.  at 6. Mutual assent is a necessary
element of contract formation. See Rotenberry v.
Hooker, 864 So.2d 266, 270 (Miss. 2003). And ordinarily,
the parties' signatures are sufficient to prove it.
Byrd v. Simmons, 5 So.3d 384, 389 (Miss. 2009)
(“The object of a signature is to show mutuality of
assent.” (Citation and quotation marks omitted)). Here,
both parties signed the two CMI/JCC contracts.
these signatures, Defendants offer two reasons why mutual
assent was lacking: (1) both contracts misidentified CMI as
the complex's “Owner” rather than the agent
or manager, and (2) there is testimony suggesting that Andrew
Ivison informed JCC that CSL would ultimately be responsible
for payment. From this, Defendants say ...