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Home My WebLink About99-1865 civilEXEL LOGISTICS, INC., Plaintiff VS. LANIER WORLDWIDE, INC.' Defendant · · IN THE COURT OF COMMON PLEAS OF · CUMBERLAND COUNTY, PENNSYLVANIA 99-1865 CIVIL CIVIL ACTION - LAW ACTION FOR DECLARATORY JUDGMENT IN RE' ADJUDICATION AND DECREE NISI BEFORE HESS, J... DECREE NISI AND NOW, this day of June, 1999, the request of the plaintiff for an injunction is GRANTED. Pending further order, arbitration of the subject dispute between the parties is STAYED. Scott T. Wyland, Esquire For the Plaintiff BY THE COURT, K~A. Hess, J. Thomas J. Williams, Esquire Carl C. Risch, Esquire For the Defendant :rim EXEL LOGISTICS, INC., Plaintiff VS. LANIER WORLDWIDE, INC.' Defendant ' · IN THE COURT OF COMMON PLEAS OF · CUMBERLAND COUNTY, PENNSYLVANIA 99-1865 CIVIL CIVIL ACTION - LAW ACTION FOR DECLARATORY JUDGMENT IN RE' ADJUDICATION AND DECREE NISI BEFORE HESS, J. OPINION AND DECREE NISI In this case, the plaintiff seeks an injunction to stay an arbitration scheduled for June 10, 1999, in Atlanta, Georgia. The issue is whether there exists, between the parties, an agreement to arbitrate any disputes arising out of the lease of a copying machine. From the testimony adduced at our recent hearing, we find the following to be the facts. In August 1998, a representative from Lanier, Rob Hudson, met with representatives from Exel Logistics to discuss supplying Exel with a copier/network printer that would meet Exel's needs. Thereafter, Lanier delivered a copier to Exel for use on a trial basis. If the copier met Exel's needs, it was agreed that Exel would lease the copier. Following delivery of the copier, Hudson met with Wendy Finzel, Exel's office manager. During the meeting, which was somewhat hurried, Mr. Hudson asked Ms. Finzel to sign a largely blank form which he indicated would serve as a receipt for the copier which had been furnished on a trial basis. Hudson neither left with nor later provided to Exel a copy of the form signed by Ms. Finzel. During September 1998, Finzel contacted Hudson to arrange for an extension of the original thirty-day trial period for a few more weeks, an extension Hudson and Lanier agreed to. 99-1865 CIVIL In October 1998, Finzel contacted Hudson to arrange for him to remove the copier, as it had not met Exel's expectations. When Hudson did not respond to Finzel's calls, Finzel's superior, Donald Heckerman, contacted Lanier's Cumberland County, Pennsylvania offices. It was then that a copy of the form signed by Finzel, but now filled out, was provided to Exel. On the back of the form were certain terms and conditions which would not have been visible to the person signing on the front. Among these terms is an arbitration clause that required any dispute to be arbitrated in Atlanta, Georgia. Exel alleges that it had never seen the arbitration clause until it was attached to Lanier's statement of claims prepared for the arbitration. Over Exel's objections, Lanier has scheduled arbitration for June 10, 1999. DISCUSSION Voluntary arbitration is a matter of contract, and absent an express agreement between the parties to submit to arbitration, the parties cannot be compelled to arbitrate. Emlenton Municipal Authority v. Miles, 378 Pa. Super 303,307, 548 A.2d 623,625 (Pa. Super. 1998); Gaslin, Inc. v. L.G.C. Exports, Inc.., 334 Pa. Super 132, 139, 482 A.2d 1117, 1121 (Pa. Super. 1984). Therefore, it is for the trial court to determine whether a valid agreement to submit to arbitration exists, "for the construction and interpretation of contracts is a matter of law." Id.. Judicial inquiry when one party seeks to prevent another from proceeding with arbitration is limited to whether an agreement to arbitrate exists, and if so whether the dispute in question falls within the agreement. Smith v. Cumberland Group, Ltd., 455 Pa. Super. 276, 283 687 A.2d 1167, 1171 (Pa. Super. 1996). "An agreement to arbitrate a dispute is an agreement to submit oneself as well as one's dispute to the arbitrator's jurisdiction. Therefore a party who can establish that he did not agree to arbitration may be able to enjoin an arbitration proceeding." Smith, 455 Pa. Super. at 284, 687 99-1865 CIVIL A.2d at 1171, see also Flightways Corp. v. Keystone Helicopter Corp., 459 Pa. 660,663, 331 A.2d 184, 185 (Pa. 1975); Hoffman v. Gekoski., 250 Pa. Super. 49, 53,378 A.2d 447, 448 (Pa. Super. 1977). However, a court's inquiry is limited, in situations where one party seeks to enjoin another from proceeding to arbitration, to determining whether an agreement to arbitrate actually exists. Gaslin, Inc..., 334 Pa. Super. at 139, 482 A.2d at 1121. Clearly, Exel has presented a compelling case that no such agreement to arbitrate was ever entered into by them. The testimony presented by both Ms. Finzel and Mr. Heckerman shows that Exel had not, prior to Lanier initiating the arbitration proceedings, seen or had any notice of the arbitration clause contained within the terms and conditions attached to the alleged lease agreement. And Mr. Hudson, Lanier's representative, admitted in his testimony that he did not provide Exel a copy of those terms and conditions within which the arbitration clause was contained. For a contract to be formed, there must be a "meeting of the minds," meaning the parties must mutually assent to the same thing. Ha_hneman Medical College and Hospital of Philadelphia v. Hubbard, 267 Pa. Super. 436, 440, 406 A.2d 1120, 1122 (Pa. Super. 1979). By Lanier's own admission, Exel had no notice of the arbitration agreement, therefore there could not have been any mutual assent absent such notice, and thus no "meeting of the minds" occurred regarding an agreement to submit to arbitration. As there was no agreement to submit to arbitration between Exel and Lanier, Exel is entitled to a preliminary injunction to stay the arbitration proceeding set for June 10, 1998. In order to receive the benefit of a preliminary injunction, Exel must show: (1) that Exel' s right to relief is clear, (2) that the need for relief is immediate, (3) that the potential injury is irreparable, 99-1865 CIVIL and (4) that no adequate remedy at law is available. Rupel v. Bluestein, 280 Pa. Super. 65,78, 421 A.2d 406, 412 (Pa. Super. 1980). Exel has a clear right to relief, in that if the preliminary injunction is not granted they would in essence be bound by an arbitration clause that the clear weight of the evidence shows they never agreed to. Regarding the immediacy of the need for relief, the arbitration if scheduled for June 10, 1999. Res ipsa loquitur. As for irreparable harm, "an injury is irreparable if it will cause damages which can be estimated only bY conjecture and not by any accurate pecuniary standard." Boehm v. University of Pennsylvania Medical School, 392 Pa. Super. 502, 522, 573 A.2d 575,586 (Pa. Super. 1990). Lanier's position is that Exel has not shown irreparable harm because being forced to arbitrate the dispute in Georgia represents only the inconvenience and expense associated with defending in such a proceeding. Clearly, mere financial loss is not "irreparable harm," however, the actual harm would be to bind Exel to an arbitration clause that the evidence shows it never agreed to. Such a situation would not represent mere pecuniary loss, but rather the deprivation of legal rights and the suffering of inconvenience which are clearly not compensable in money damages. DECREE NISI AND NOW, this day of June, 1999, the request of the Plaintiff for an injunction is GRANTED. Pending further order, arbitration of the subject dispute between the parties is STAYED. BY THE COURT, . K~~'~. Hess, J. 99-1865 CIVIL Scott T. Wyland, Esquire For the Plaintiff Thomas J. Williams, Esquire Carl C. Risch, Esquire For the Defendant :rlm