Greene v. Johnson
In a shareholder derivative action brought on behalf of two affiliated entities, the Third DCA affirmed an order compelling arbitration of claims brought derivatively on behalf of Oak (a signatory to loan agreements with broad 'arising out of or relating to' arbitration clauses), including claims against non-signatory defendants under equitable estoppel because the claims alleged concerted misconduct with the signatory. The court reversed as to derivative claims brought on behalf of Holdings, which was not a signatory, holding intertwined-claims equitable estoppel does not reach claims brought by a non-signatory plaintiff entity.
Key facts
- Shareholders brought a derivative action on behalf of two affiliated entities (Oak and Holdings) against multiple defendants, alleging conversion, conspiracy, and breach of fiduciary duty.
- Oak was a signatory to loan agreements containing broad 'arising out of or relating to' arbitration clauses; Holdings was not a signatory to any arbitration agreement.
- +2 more key facts with a free trial
Why it matters
Useful for counsel litigating motions to compel arbitration involving multi-entity corporate structures and derivative suits: it confirms that equitable estoppel runs in favor of non-signatory defendants against… — full analysis with a trial
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