MRS BTC FL Mining LLC v. Digital Alchemy, LLC
The trial court temporarily enjoined appellants from pursuing an AAA arbitration, reasoning that the operating agreement's arbitration clause required the Manager's written consent, which had not been given. The Fourth DCA reversed, holding that because the arbitration provision incorporated the AAA rules, the parties clearly and unmistakably delegated arbitrability — including whether the manager-consent condition precedent was satisfied — to the arbitrator, and directed the trial court to vacate the injunction while separately determining whether the two non-signatory individuals are bound by the operating agreement.
Key facts
- MRS BTC FL Mining LLC and others sought to pursue arbitration under an operating agreement with Digital Alchemy, LLC, but the trial court temporarily enjoined the arbitration based on a requirement in the agreement that the Manager's written consent was necessary before arbitration could proceed.
- The operating agreement contained an arbitration provision incorporating American Arbitration Association (AAA) rules, and the parties disputed whether the Manager's consent requirement was a condition precedent that the trial court should enforce before allowing arbitration to proceed.
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Why it matters
This decision extends the Airbnb/United Healthcare delegation rule to conditions precedent embedded in the arbitration clause itself, holding that even a manager-consent gateway is for the arbitrator when AAA rules are… — full analysis with a trial
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