Opinion
2013-03-12
In re NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA, etc., Petitioner–Respondent, v. CHUKCHANSI ECONOMIC DEVELOPMENT AUTHORITY, Respondent, Cascade Entertainment Group, LLC, Respondent–Appellant.
Miller & Wrubel, P.C., New York (Adam J. Safer of counsel), for appellant. Barger & Wolen LLP, New York (Matthew C. Ferlazzo of counsel), for respondent.
Miller & Wrubel, P.C., New York (Adam J. Safer of counsel), for appellant. Barger & Wolen LLP, New York (Matthew C. Ferlazzo of counsel), for respondent.
SWEENY, J.P., MOSKOWITZ, ABDUS–SALAAM, ROMÁN, FEINMAN, JJ.
Order, Supreme Court, New York County (Charles E. Ramos, J.), entered October 19, 2012, which, insofar as appealed from, granted the petition to compel respondent Cascade Entertainment Group, LLC to arbitrate, and denied Cascade's motion to permanently stay arbitration as against it, unanimously reversed, on the law, with costs, the petition denied, Cascade's motion granted, and the proceeding dismissed as against Cascade.
Cascade signed the “Payment Agreement for Insurance and Risk Management Services” between petitioner and respondent Chukchansi Economic Development Authority (CEDA) solely as the agent of CEDA, a disclosed principal; it did not sign the agreement a second time on its own behalf. There being no other “clear and explicit” evidence that Cascade intended to be bound by the Payment Agreement, it is not bound by the arbitration provisions contained therein ( see Savoy Record Co. v. Cardinal Export Corp., 15 N.Y.2d 1, 254 N.Y.S.2d 521, 203 N.E.2d 206 [1964];Salzman Sign Co. v. Beck, 10 N.Y.2d 63, 217 N.Y.S.2d 55, 176 N.E.2d 74 [1961];Performance Comercial Importadora E Exportadora Ltda. v. Sewa Intl. Fashions Pvt. Ltd., 79 A.D.3d 673, 915 N.Y.S.2d 44 [1st Dept. 2010] ).
Contrary to petitioner's argument, Cascade is not bound by the Payment Agreement based on the agreement's definition of “You,” which includes “associated organizations that are included as Named Insureds.” Cascade is not “associated” with CEDA, as petitioner contends, by virtue of their agency-principal relationship. Mere contractual agreements do not constitute associations or affiliations ( see e.g. Fairfield Dev., Inc. v. J.D.I. Contr. & Supply, Inc., 703 F.Supp.2d 1211, 1216 [D. Colo. 2010];Preston Trucking Co., Inc. v. Carolina Cas. Ins. Co., 712 F.Supp. 1208, 1212 [W.D. Pa. 1989];In re Marine Sulphur Transp. Corp., 312 F.Supp. 1081, 1103 [S.D.N.Y.1970],affd. in part, revd. in part on other grounds460 F.2d 89 [2d Cir.1972], cert. denied409 U.S. 982, 93 S.Ct. 318, 34 L.Ed.2d 246 [1972] ). Indeed, the definition of “You” does not embrace mere contractual agreements. The term “associated organizations” is grouped with the terms “predecessor and successor organizations” and “subsidiary [or] affiliated ... organizations,” which describe formal corporate relationships, and, equally, must be understood to refer to a formal corporate relationship ( see e.g. National Football League v. Vigilant Ins. Co., 36 A.D.3d 207, 213–214, 824 N.Y.S.2d 72 [1st Dept. 2006] ).