{¶34} Although the Sixth Circuit mentioned that the purchase agreement did not contain an integration clause and the contract here contained an integration clause, the court relied on a case which rejected the principal's argument that an integration clause barred parol evidence on whether an agent bound a disclosed principal to a contract. Id. , citing MJR Internatl. Inc. v. American Arbitration Assn. , S.D.Ohio, 596 F.Supp.2d 1090 (2009), fn. 6. The cited case rejected an argument that the court could only consider the terms of the contract (which contained an integration clause and did not name the principal) to decide whether the principal could be bound under agency principles.

whether an arbitration agreement binds a nonsignatory is a gateway matter to be determined by courts rather than arbitrators unless the parties clearly and unmistakably provide otherwise."); see Granite Rock Co. v. Int'l Bhd. of Teamsters, 130 S. Ct. 2847, 2855-56, 177 L. Ed. 2d 567 (2010) ("well settled that where the dispute at issue concerns contract formation, the dispute is generally for courts to decide"); Sphere Drake Ins. Ltd. v. All Am. Ins. Co., 256 F.3d 587, 591 (7th Cir. 2001) ("Arbitrators lack a comparable authority to determine their own authority because there is a non-circular alternative (the judiciary) and because the parties do control the existence and limits of an arbitrator's power. No contract, no power."); MCI Telecomm. Corp. v. Exalon Indus., Inc., 138 F.3d 426, 430 (1st Cir. 1998) (even after arbitration occurred and party had not appeared, party could challenge validity of arbitration award at confirmation on ground that no agreement to arbitrate existed); MJR Int'l, Inc. v. Am. Arbitration Ass'n, 596 F. Supp. 2d 1090, 1096 (S.D. Ohio 2009) ("In cases like this one, involving disputes about whether a purported agent had the authority to bind a nonsignatory princip[al] to a contract containing an arbitration clause, federal courts have repeatedly held that the court, not the arbitrator, must decide whether there is an agreement to arbitrate."). The MCI court provided a clear explanation for why a court should decide this issue, which it called "the mother of arbitrability questions," and why a party who denied the existence of a written agreement to arbitrate can still assert it was not bound even after the arbitration had occurred: