Carvell, K. v. Edward D. Jones and Co., L.P.

• Court: Superior Court of Pennsylvania
• Decided: February 10, 2023
• Docket: 713 MDA 2022
• Status: Unpublished

Opinion

J-S35008-22

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

KEITH CARVELL : IN THE SUPERIOR COURT OF : PENNSYLVANIA : v. : : : EDWARD D. JONES & CO., L.P., : D/B/A EDWARD JONES : INVESTMENTS; ART AMUNDSEN, : No. 713 MDA 2022 FINANCIAL ADVISOR; GINA BELL, : SR. OFFICE ADMINISTRATOR; AND : ESTATE OF KURT M. MATTER, : DECEASED, BY STEPHANIE A. : KROSNAR, ADMINISTRATOR : : : APPEAL OF EDWARD D. JONES & : CO., L.P., ART AMUNDSEN, AND GINA BELL

Appeal from the Order Dated April 12, 2022 In the Court of Common Pleas of Dauphin County Civil Division at No(s): 2021-CV-05931-CV

BEFORE: BENDER, P.J.E., McLAUGHLIN, J., and STEVENS, P.J.E.*

MEMORANDUM BY BENDER, P.J.E.: FILED FEBRUARY 10, 2023

Edward D. Jones & Co., L.P. (“Edward Jones”), Art Amundsen, Financial

Advisor (“Mr. Amundsen”), and Gina Bell, Sr. Office Administrator (“Ms. Bell”)

(collectively, “Appellants”) appeal from the portion of the April 12, 2022 order,

which denied their preliminary objections in the nature of a petition to compel

arbitration of the crossclaims of the Estate of Kurt M. Matter, deceased (“the

____________________________________________

* Former Justice specially assigned to the Superior Court. J-S35008-22

Estate”). After careful review, we are constrained to reverse this portion of

the trial court’s order and remand for arbitration proceedings.

We glean the following relevant facts and procedural history from the

record. Kurt M. Matter (“Mr. Matter” or “the deceased”) died intestate on April

2, 2020, with no surviving spouse, children, siblings, or parents. Estate’s Brief

at 4. On July 9, 2020, an estate was opened for the deceased, to which his

cousin, Stephanie A. Krosnar, was appointed as the administrator

(“Administratrix”). Id. Shortly before his death, Mr. Matter inherited several

Edward Jones financial accounts from his late sister, Karen Storm. Id.1 On

July 22, 2020, Edward Jones’s senior office administrator, Ms. Bell, informed

the Estate that Mr. Matter had not listed any beneficiaries to any of his

accounts. Id.

In reviewing Mr. Matter’s personal effects, the attorneys for the Estate came across an incomplete and unsigned Edward Jones Beneficiary Form. The form contained Keith Carvell’s[2] name, phone number, address[,] and social security number. The Beneficiary Form was for only one of Mr. Matter’s accounts. [It] contained miscellaneous handwritten writings from unknown person(s) and was unsigned and undated. Upon finding the form, the Estate contacted Edward Jones on July 29, 2020, to inquire as to whether Edward Jones would accept the form. [Ms.] Bell … ____________________________________________

1 Specifically, Mr. Matter inherited the following three investment accounts from his sister, which he continued to maintain with Edward Jones up until his death: an individual retirement account (account no. XXX-XX234-1-2); an individual account (account no. XXX-XX494-1-5); and another individual account (account no. XXX-XX146-1-5) (collectively the “accounts”). Appellants’ Brief at 8.

2 Keith Carvell was a purported friend of the deceased and is the plaintiff in the underlying action.

-2- J-S35008-22

advised the Estate that the form was not valid and that [Edward Jones] would not accept it. Ms. Bell further confirmed to the Estate that Mr. Matter had no beneficiaries and had made no attempts to name a beneficiary for his accounts.

Id. at 4-5 (citations to record omitted).

Accordingly, at the direction of the Estate, Edward Jones distributed the

funds in the deceased’s accounts to his Estate. Appellants’ Brief at 4.

However, Mr. Carvell purports to have been Mr. Matter’s “best friend” and

believes that he is the rightful beneficiary of these accounts. Id. Although

the Beneficiary Form was incomplete and was never submitted to Edward

Jones prior to Mr. Matter’s passing, Mr. Carvell avers that, at the very least,

it identifies him as the intended beneficiary and that such identification entitles

him to the funds formerly held in the accounts. Id. at 5.

On November 22, 2021, Mr. Carvell filed an amended complaint, naming

the Estate, Edward Jones, Mr. Amundsen, and Ms. Bell as defendants.3 In his

complaint, he alleged that Mr. Matter clearly stated his intention to name Mr.

Carvell as beneficiary of his accounts prior to his death and that Edward Jones

was aware of this intent. Amended Complaint, 11/22/21, at ¶¶ 38-39.4 He

further averred that, despite its knowledge regarding Mr. Matter’s intent and

the steps taken by Mr. Matter to name Mr. Carvell as the beneficiary, Edward

Jones liquidated and distributed the funds in the accounts to the Estate. Id.

at ¶ 43. Based on the foregoing, Mr. Carvell asserted that the Beneficiary ____________________________________________

3 Mr. Amundsen and Ms. Bell are both employed by Edward Jones.

4Mr. Carvell attempted to obtain a copy of the Beneficiary Form to no avail. Id. at ¶¶ 28-31, 34, 36, 45-46, 50.

-3- J-S35008-22

Form grants him a claim to the Estate. Id. at ¶ 51. Hence, he brought the

following claims against Appellants and the Estate: Count I – Conversion

against the Estate; Count II – Conversion against Appellants; Count III –

Negligence against Appellants; Count IV – Fraud against the Estate. Id. at

10-15.

In Counts I and II, Mr. Carvell averred that, as the beneficiary, he was

entitled to possession and ownership of the funds in the Edward Jones

accounts, and that Appellants deprived him of this right by making an

unauthorized transfer of the funds to the Estate. Id. at ¶¶ 56, 66, 70, 73.

Likewise, he asserted that the Estate took unauthorized possession of the

funds. Id. at ¶ 60. Thus, Mr. Carvell concluded that both the Estate and

Appellants improperly converted assets belonging to him. Id. at ¶¶ 63, 74.

In Count III, Mr. Carvell asserted that, “[Appellants] owed [him] a duty to

account for the funds in the Edward Jones [a]ccounts and [to] properly

transfer the funds[,]” id. at ¶ 79, and that Appellants violated this duty “by

transferring the funds to [the] Estate without fully vetting and assessing the

status of the Beneficiary Form[,]” id. at ¶ 81, and “by liquidating and

distributing the funds … to [the] Estate.” Id. at ¶ 82.

Finally, Count IV alleged that “the Beneficiary Form is complete or

substantially and sufficiently complete to reflect the wishes of [the

deceased;]” however, the Estate knowingly made false statements to

Appellants and to Mr. Carvell indicating that the form is incomplete and invalid,

with the intention that other parties, including Appellants and Mr. Carvell,

-4- J-S35008-22

would rely on those statements. Id. at ¶¶ 87-88, 90-93. Indeed, Mr. Carvell

stated that he did rely on the Estate’s misrepresentation and that he delayed

legal action to his detriment. Id. at ¶ 94. He further averred that Edward

Jones relied on the Estate’s misstatement in its transferring of the funds from

Mr. Matter’s accounts to the Estate and that, as a result, Mr. Carvell suffered

damages. Id. at ¶¶ 95-96.

On December 23, 2021, the Estate filed an answer to the amended

complaint with new matter and crossclaims, in which it confirmed that Ms. Bell

had indicated to the Estate that the Beneficiary Form was invalid, and that Mr.

Matter had never designated — or attempted to designate — a beneficiary to

any of his Edward Jones accounts. See Estate’s Answer, New Matter, & Cross

Claims, 12/23/21, at ¶ 123. It further averred that, at no time, did anyone

at Edward Jones indicate to the Estate that Mr. Carvell was the “intended or

actual beneficiary” for the accounts. Id. at ¶ 124. The Estate maintained that

it is “the proper legal owner of all Edward Jones accounts formally owned by

the [d]ecedent[,]” as it acted in good faith, relying on representations made

by Edward Jones, in directing the liquidation and transferring of the funds.

Id. at ¶¶ 130, 132.

Additionally, the Estate asserted the following crossclaims against

Appellants: Count I – Negligence; Counts II & III – Negligent Supervision and

Training; Count IV – Breach of Fiduciary Duty; and Count V – Fraud. Id. at

¶¶ 133-204. In their negligence claim, the Estate averred that Appellants

owed it a duty of care and that they breached that duty when they:

-5- J-S35008-22

a. communicated with [Mr. Carvell], his counsel[,] and other third parties without authorization from [the] Estate regarding [the d]ecedent’s … [a]ccounts[;]

b. disclosed to [Mr. Carvell], his counsel[,] and other third parties, confidential communication between [the d]ecedent and/or [the] Estate with Edward Jones and its employees[;]

c. discussed confidential information regarding [the d]ecedent and [his] Estate with [Ms.] Bell’s husband[;]

d. intentionally misrepresented to [Mr. Carvell] alleged communications they had with [the d]ecedent before his passing[;]

e. failed to disclose to [the] Estate or legal counsel conversations [they] allegedly had with [the d]ecedent[,] which would call into question whether there would be a beneficiary to [his] accounts[;]

f. failed to disclose to [the] Estate the alleged existence of a “previously signed beneficiary” form with [Mr. Carvell’s] name[;]

g. intentionally withheld information [they] had which the … Estate needed to properly evaluate whether there was a beneficiary for any of [the d]ecedent’s accounts[;]

h. permitted [Ms.] Bell to falsify information which caused [Mr. Carvell] to believe he was entitled to [Mr. Matter’s] Edward Jones accounts[;] and

i. told [the] Estate unequivocally that there were no beneficiaries to [the d]ecedent’s accounts, while at the same time telling [Mr. Carvell] that he was the intended beneficiary.

Id. at ¶¶ 138-39.

Moreover, the Estate averred that Edward Jones, by and through its

employees, Mr. Amundsen and Ms. Bell, acted intentionally and with malice

when it

withheld information it had which the … Estate needed in order to evaluate whether there was a beneficiary for any of [the

-6- J-S35008-22

d]ecedent’s Edward Jones accounts[;] … permitted [Ms. Bell] to falsify information which caused [Mr. Carvell] to believe he was entitled to inherit [the d]ecedent’s Edward Jones accounts[; and] relayed to [the] Estate unequivocally that there were no beneficiaries to [the d]ecedent’s Edward Jones accounts, while at the same time relaying to [Mr. Carvell] that he was the “intended beneficiary.”

Id. at ¶¶ 141-43. It further claimed that Edward Jones, through its employee,

Ms. Bell, made the following false, negligent, and reckless statements: “[The

d]ecedent presented Edward Jones with a signed beneficiary form with [Mr.

Carvell’s] name on it[;] and … [the d]ecedent told [Ms.] Bell, Mark,[5] and Lisa

Coyne[6] that it was [the d]ecedent’s intention that everything go to [Mr.

Carvell.]” Id. at ¶ 144. The Estate averred that Appellants’ breach of their

duty caused it actual damages in excess of $50,000.00, in the form of

inheritance tax incurred on the accounts, as well as legal fees and costs for

litigation regarding the ownership of the accounts. Id. at ¶¶ 140, 148.

In its negligent supervision and training claims, the Estate asserted that

Edward Jones had a duty to exercise ordinary care in its supervision and

training of its employees—namely, Mr. Amundsen and Ms. Bell—and that it

breached this duty when it failed to properly supervise and train them. Id. at

¶¶ 150-51. Similarly, the Estate maintained that Mr. Amundsen had a duty

to exercise ordinary care in his supervision and training of his employee, Ms.

Bell, and that his failing to supervise Ms. Bell with respect to all matters ____________________________________________

5 Based on our cursory review, “Mark” is not identified any further in the record.

6Lisa Coyne is the attorney who handled the estate of Karen Storm, Mr. Matter’s sister. Amended Complaint at ¶ 13.

-7- J-S35008-22

pertaining to the administration of the Edward Jones accounts was a breach

of this duty. Id. at ¶¶ 164-65. It further contended that Mr. Amundsen and

Ms. Bell committed the wrongful acts as enumerated in the Estate’s negligence

claim during their course of and within the scope of their employment with

Edward Jones and that the Estate suffered actual damages as a result of

Edward Jones’s and Mr. Amundsen’s failure to exercise reasonable care in their

training and supervision of their employees. Id. at ¶¶ 152-54, 167-69.

In its next claim, the Estate declared that Appellants owed a fiduciary

duty to Mr. Matter and that, by virtue of his death, Appellants owed a fiduciary

duty to the Estate. Id. at ¶¶ 179-80. It further averred that, despite a duty

of care and duty of loyalty owed to the Estate, Appellants communicated with

Mr. Carvell and his counsel, without the Estate’s authorization, regarding Mr.

Matter’s accounts, as well as confidential communications that Mr. Matter

and/or the Estate had with Appellants. Id. at ¶¶ 181-82. The Estate asserted

that Appellants breached their fiduciary duty by failing to act in the Estate’s

best interest, by disclosing confidential information to Mr. Carvell, intentionally

misrepresenting to Mr. Carvell alleged communications they had with Mr.

Matter before his death, and failing to disclose to the Estate certain

conversations they had with Mr. Matter, which would call into question

whether there would be a beneficiary to Mr. Matter’s accounts, and the alleged

existence of a previously signed beneficiary form. Id. at ¶¶ 183-90.

Finally, in its fraud claim, the Estate contended that Appellants made

material misrepresentations of fact when communicating with the Estate

-8- J-S35008-22

regarding Mr. Matter’s accounts, and that such misrepresentations were done

with the knowledge of their falsity and with the intent that the Estate would

rely on them. Id. at ¶¶ 198-200. Moreover, reliance on these false

statements caused actual damages to the Estate in an amount in excess of

$50,000.00. Id. at ¶¶ 201, 204.

On December 14, 2021, Appellants filed preliminary objections to the

amended complaint on the grounds that Mr. Carvell was required to arbitrate

his claims pursuant to a valid, binding arbitration agreement. Appellants’ Brief

at 7. See also Pa.R.Civ.P.1028(a)(6) (providing that preliminary objections

may be filed by any party to any pleading on the basis of an agreement for

alternative dispute resolution); Id. at Note (“An agreement to arbitrate may

be asserted by preliminary objection….”). In the alternative, they objected to

the amended complaint under Rule 1028(a)(4), for failure to state a claim.

Appellants’ Brief at 7. On January 13, 2022, Appellants filed separate

preliminary objections to the Estate’s crossclaims pursuant to Rule

1028(a)(6), arguing that the Estate was also required to arbitrate its

crossclaims against them based on a valid, binding arbitration agreement. Id.

at 7-8.

In support of their preliminary objections, Appellants explained that the

“Account Agreements” for each of the decedent’s Edward Jones accounts

contain an “Account Authorization” incorporating the full Edward Jones

account agreement for the respective type of account and an acknowledgment

that each contains a binding arbitration provision. Id. at 8. The Account

-9- J-S35008-22

Agreements for individual retirement accounts and individual accounts each

contain the following identical, arbitration provision:

Any controversy arising out of or relating to any of [Mr. Matter’s] account(s) from its inception, business, transactions or relationships [Mr. Matter has] now, had in the past or may in the future have with [Edward Jones], its current and/or future officers, directors, partners, agents, affiliates and/or employees, this Agreement, or to the breach thereof, or transactions or accounts maintained by [Mr. Matter] with any of [Edward Jones’s] predecessor or successor firms by merger, acquisition or other business combinations shall be settled by arbitration in accordance with the [Financial Industry Regulatory Authority (“FINRA”)] Code of Arbitration Procedure rules then in effect.

Appellants’ Preliminary Objections to the Estate’s Crossclaims (“Preliminary

Objections”), 1/13/22, at Exhibit 4 (Account Agreement at 6, ¶17(a))

(“Arbitration Agreement”).7

Moreover, Appellants asserted that “Mr. Matter intended to bind his

Estate, any beneficiaries, and any personal representative or administrators

of the Estate, to all aspects of the Account Agreement, including the …

arbitration provision,” Appellants’ Brief at 9, as evidenced by the following

language contained in the Account Agreements:

Binding Effect, Death, Incompetence, Disability, Succession.

This Agreement supersedes any prior agreement of the parties, and its terms shall be binding upon my heirs, beneficiaries, personal representatives, agents, estate, executors, successors, administrators, assigns, trustees and conservators ____________________________________________

7 Numerous Account Agreements are relevant to the instant dispute, each containing its own, separately executed arbitration provision. Because these arbitration provisions are identical to one another in both form and substance, we refer to the provisions collectively herein as a singular “Arbitration Agreement.”

- 10 - J-S35008-22

(“Successors”) as to all matters involving my Account with [Edward Jones], including, but not limited to, the terms relating to arbitration.

Preliminary Objections at Exhibit 4 (Account Agreement at 6, ¶14(g))

(emphasis added).

Likewise, Appellants asserted that the Administratrix agreed to arbitrate

any disputes in connection with the Edward Jones account that she opened on

behalf of the Estate after Mr. Matter’s death, by executing a fiduciary account

authorization and agreement (“Fiduciary Agreement”). Appellants’ Brief at 9-

10. The Fiduciary Agreement incorporated an Account Agreement and

included an acknowledgement that the incorporated Account Agreement

contains a binding arbitration provision. Id. at 10. The arbitration provision

incorporated into the Fiduciary Agreement signed by the Administratrix is

identical to the Arbitration Agreement contained in the Account Agreements

signed by Mr. Matter. Id.8

After hearing oral argument on Appellants’ preliminary objections, the

trial court issued a single order on April 12, 2022, in which it ruled on both

sets of objections. First, having determined that neither Mr. Carvell’s nor the

Estate’s claims against Appellants fall within the scope of the relevant

Arbitration Agreement, the trial court denied Appellants’ Rule 1028(a)(6)

objections to the amended complaint and the Estate’s crossclaims. See Trial

Court Order (“TCO”), 4/12/22, at 1-2 ¶1. Additionally, the trial court granted ____________________________________________

8 Because the Fiduciary Agreement incorporates language identical to the Account Agreements signed by Mr. Matter, we refer to these agreements collectively throughout as the “Account Agreements.”

- 11 - J-S35008-22

the objections in the nature of a demurrer as to the amended complaint, and

it dismissed Mr. Carvell’s claims against Appellants. See id. at 2-4 ¶¶2-4. As

such, the only claims that remain pending against Appellants are the Estate’s

crossclaims.9

On May 12, 2022, Appellants filed a timely notice of appeal, followed by

a timely, court-ordered Pa.R.A.P. 1925(b) concise statement of errors

complained of on appeal. Pursuant to Rule 1925(a)(1), the trial court

indicated that its April 12, 2022 order adequately addressed the issues raised

on appeal and, thus, it did not intend to file an additional opinion.

Herein, Appellants raise the following questions for our review, which

we address together for ease of disposition:

1. Did the trial court err by denying arbitration of the … Estate’s crossclaims against … Appellants?

2. Did the trial court err by concluding that the … Estate’s crossclaims against … Appellants fell outside the scope of the binding [A]rbitration [A]greement between … Appellants and [the] decedent[, Mr.] Matter?

3. Did the trial court err by concluding that the … Estate’s crossclaims against … Appellants fell outside the scope of the binding [A]rbitration [A]greement between … Appellants and the … Estate?

Appellants’ Brief at 3.

Preliminarily, we recognize that an order overruling preliminary

objections is, generally, an interlocutory order and unappealable. In re

9 Mr. Carvell’s claims against the Estate are also still pending but are not at issue in this appeal.

- 12 - J-S35008-22

Estate of Atkinson, 231 A.3d 891, 897 (Pa. Super. 2020); Griest v. Griest,

183 A.3d 1015, 1021-22 (Pa. Super. 2018). “The law is clear, however, that

an order overruling preliminary objections that seek to compel arbitration is

an interlocutory order appealable as of right pursuant to 42 Pa.C.S. §

7320(a)(1) and Pa.R.A.P. 311(a)(8).” Estate of Atkinson, 231 A.3d at 897

(citations omitted). See also Pa.R.A.P. 311(a)(8) (“An appeal may be taken

as of right and without reference to Pa.R.A.P. 341(c) from … [a]n order that

is made final or appealable by statute or general rule, even though the order

does not dispose of all claims and of all parties.”); 42 Pa.C.S. § 7320(a)(1)

(“An appeal may be taken from … a court order denying an application to

compel arbitration made under section 7304 (relating to proceedings to

compel or stay arbitration).”). Accordingly, we determine that we have

jurisdiction over this appeal.

We further acknowledge that each of the Account Agreements executed

by the parties “contain identical governing law provisions, which expressly

provide that ‘the parties’ respective rights and duties[] shall be governed by

the laws of the State of Missouri.’” Appellants’ Brief at 10 (citation omitted).

Nevertheless, the parties do not allege that Missouri substantive law with

respect to interpreting arbitration provisions differs from Pennsylvania’s law.

In fact, Appellants assert that there is “no legally significant distinction

between the laws of Pennsylvania and Missouri with respect to [the same]

and[,] thus[,] no conflict of law is presented.” Id. at 10 n.3. Accordingly, we

will apply Pennsylvania substantive law in our analysis of this case. See ADP,

- 13 - J-S35008-22

Inc. v. Morrow Motors Inc., 969 A.2d 1244, 1246 n.2 (Pa. Super. 2009)

(applying the forum state’s substantive law where neither party raised a

choice-of-law issue or alleged a substantive difference between the laws of

the forum state and the laws of the state which the parties chose to govern

their “master service agreement”).

Additionally, we note that Pennsylvania’s Rules of Civil Procedure apply

here. See Sheard v. J.J. DeLuca Co., Inc., 92 A.3d 68, 76 (Pa. Super.

2014) (“As a general rule, the law of the chosen forum governs all procedural

matters.”); ADP, Inc., 969 A.2d at 1246 n.2 (“[C]hoice of law analysis only

applies to conflicts of substantive law. Whenever Pennsylvania is the chosen

forum state for a civil action, our state’s procedural rules, i.e., the

Pennsylvania Rules of Civil Procedure, govern, no matter what substantive law

our courts must apply in resolving the underlying legal issues.”) (internal

citation omitted).

Thus, in reviewing the merits of Appellants’ claims, we apply the

following standard and scope of review:

Our review of a claim that the trial court improperly denied the appellant’s preliminary objections in the nature of a petition to compel arbitration is limited to determining whether the trial court’s findings are supported by substantial evidence and whether the trial court abused its discretion in denying the petition.

In doing so, we employ a two-part test to determine whether the trial court should have compelled arbitration. First, we examine whether a valid agreement to arbitrate exists. Second, we must determine whether the dispute is within the scope of the agreement. …

- 14 - J-S35008-22

Whether a claim is within the scope of an arbitration provision is a matter of contract, and as with all questions of law, our review of the trial court’s conclusion is plenary.

Griest, 183 A.3d at 1022 (citation omitted). “The scope of arbitration is

determined by the intention of the parties as ascertained in accordance with

the rules governing contracts generally.” Smay v. E.R. Stuebner, Inc., 864

A.2d 1266, 1273 (Pa. Super. 2004). “Both Pennsylvania and federal law

impose a strong public policy in favor of enforcing arbitration agreements.”

Estate of Atkinson, 231 A.3d at 898 (citation omitted). “Accordingly, if a

valid agreement to arbitrate exists and the dispute falls within the scope of

the arbitration agreement, the dispute must be submitted to arbitration and

the lower court’s denial of arbitration must be reversed.” Id. (citations

omitted).

Based on our review of the record, Appellants have established that Mr.

Matter entered into a valid Arbitration Agreement, which is binding on the

Estate. See Preliminary Objections at Exhibit 4 (Account Agreement).

Appellants have also established that the Administratrix entered into a

separate, valid Arbitration Agreement on behalf of the Estate in connection

with the Estate’s Edward Jones account. See Preliminary Objections at Exhibit

5 (Fiduciary Agreement). Moreover, there is no dispute over the existence or

validity of the Arbitration Agreements. See TCO at 2 ¶1; Appellants’ Brief at

13 (stating that “the parties … have acknowledged the validity of the

[A]rbitration [A]greement[] and likewise do not dispute that it is binding on

them”); Estate’s Brief at 10 (“The Estate does not dispute that there is a valid

- 15 - J-S35008-22

[A]rbitration [A]greement….”). Thus, we are satisfied that the first prong of

the test for determining whether arbitration should have been compelled has

been met.

Next, we address whether the Estate’s crossclaims are within the scope

of the Arbitration Agreement. In doing so, we are further guided by the

following principles:

(1) arbitration agreements are to be strictly construed and not extended by implication; and (2) when parties have agreed to arbitrate in a clear and unmistakable manner, every reasonable effort should be made to favor the agreement unless it may be said with positive assurance that the arbitration clause involved is not susceptible to an interpretation that covers the asserted dispute.

To resolve this tension, courts should apply the rules of contractual constructions, adopting an interpretation that gives paramount importance to the intent of the parties and ascribes the most reasonable, probable, and natural conduct to the parties. In interpreting a contract, the ultimate goal is to ascertain and give effect to the intent of the parties as reasonably manifested by the language of their written agreement.

Where a contract dispute arises between parties to a contract containing an unlimited arbitration clause, the parties must resolve their dispute through arbitration. Unless the parties impose some limitation on the arbitrator’s authority, the arbitrator may decide all matters necessary to dispose of any disputed claims subject to arbitration and, the court may not impose any restrictions sua sponte. Accordingly, “all” contract disputes does mean “all” contract disputes unless otherwise agreed by the parties.

Callan v. Oxford Land Development, Inc., 858 A.2d 1229, 1233 (Pa.

Super. 2004) (internal citations and quotation marks omitted).

Instantly, the trial court concluded that the Estate’s crossclaims fall

outside the scope of the Arbitration Agreement and, therefore, denied

- 16 - J-S35008-22

Appellants’ request to compel arbitration. TCO at 2 ¶1. In support of its

decision, the trial court explained:

Although this is a broad arbitration provision, we find that it does not encompass the issues in the present case, which involve the question of whether or not [Mr. Carvell] should receive the proceeds of the Edward Jones account(s) that had been held by Mr. Matter prior to his death. Thus, the dispute does not arise out of or relate to the accounts themselves. Rather, it relates to the relationship between [Mr. Carvell] and Mr. Matter, and whether Mr. Matter intended to provide for [Mr. Carvell] after he died. For these reasons, we find that the claims brought by [Mr. Carvell] and the crossclaims brought by [the] Estate against [Appellants] fall outside of the scope of the arbitration provision. As such, we will not compel arbitration.

Id.10

Appellants argue that the trial court erred in denying their request to

compel arbitration of the Estate’s crossclaims, as these claims clearly fall

within the scope of the Arbitration Agreement. In support of their argument,

they aver:

10 While the trial court presents the foregoing explanation as the basis for its decision to deny arbitration of both Mr. Carvell’s claims against the Estate and the Estate’s crossclaims, its reasoning only applies to Mr. Carvell’s claims, which have been dismissed and are, therefore, no longer relevant in this matter. See id. (stating that the dispute “relates to the relationship between [Mr.Carvell] and Mr. Matter, and whether Mr. Matter intended to provide for [Mr. Carvell] after he died”); contra Appellants’ Brief at 15 (noting that the Estate’s crossclaims “charge that … Appellants are separately and independently liable to [the Estate] for alleged acts and omissions committed with respect to Mr. Matter’s accounts following his death” and have nothing to do with Mr. Carvell’s relationship with the deceased). The trial court fails to shed light on its reasoning for finding that the Estate’s crossclaims do not fall within the scope of the Arbitration Agreement. Nevertheless, our scope of review is plenary; thus, this omission does not impede our review.

- 17 - J-S35008-22

[T]he factual and legal bases of each crossclaim both “arise out of” and “relate to” Mr. Matter’s accounts. Indeed, the … Estate’s crossclaims confirm as much, referencing Mr. Matter’s … accounts over forty (40) times. Each crossclaim alleges that Edward Jones—as the “account holder for [Mr. Matter’s] investments”— owed the … Estate several duties of care. [] Appellants allegedly breached those duties when they: communicated with [Mr. Carvell] … without authorization from [the] Estate regarding Mr. Matter’s … [a]ccounts; intentionally withheld information it had which the … Estate needed to properly evaluate whether there was a beneficiary for any of Mr. Matter’s accounts; failed to disclose to [the] Estate or legal counsel conversations it allegedly had with Mr. Matter which would call into question whether there would be a beneficiary to Mr. Matter’s accounts; and caus[ed Mr. Carvell] to believe he was entitled to [the funds in] Mr. Matter’s … accounts….

The crossclaims both “arise out of” and “relate to” Mr. Matter’s accounts[] and[, thus,] there … can be no doubt that they fall squarely within the scope of the [A]rbitration [A]greement.

Id. at 17-19 (citations to record, some paragraph breaks, and some internal

brackets omitted).

The Estate counters that the trial court was correct in denying

Appellants’ request to compel arbitration, as “even broad arbitration clauses

will not encompass every possible dispute between the parties.” Estate’s Brief

at 15. The Estate insists that its crossclaims “do not relate to the accounts

themselves[] but[,] rather[,] to misrepresentations, omissions[,] or errors

made by [Edward Jones’s] employees[,]” and that these “are not the type of

claims the parties intended to submit to arbitration when they executed their

agreements.” Id. at 18. Alternatively, the Estate argues that its claims fall

outside the scope of the Arbitration Agreement because they consist of tort

- 18 - J-S35008-22

claims which are independent of the underlying contract terms agreed upon

by the parties. Id. at 19. For the following reasons, we agree with Appellants.

Giving paramount importance to the intent of the parties, we look to the

language of the Arbitration Agreement, which states, in relevant part:

Any controversy arising out of or relating to any of [Mr. Matter’s] account(s) from its inception, business, transactions or relationships [Mr. Matter has] now, had in the past or may in the future have with [Edward Jones], its current and/or future officers, directors, partners, agents, affiliates and/or employees, this Agreement, or to the breach thereof, or transactions or accounts maintained by [Mr. Matter] with any of [Edward Jones’s] predecessor or successor firms by merger, acquisition or other business combinations shall be settled by arbitration in accordance with the FINRA Code of Arbitration Procedure rules then in effect.

Preliminary Objections at Exhibit 4 (Account Agreement at 6 ¶17(a))

(emphases added).

Based on the plain language of the Arbitration Agreement, we believe

the parties intended to include not only any controversy arising out of or

relating to the Account Agreement and/or the breach thereof, but also any

dispute arising from or relating to Mr. Matter’s and/or the Estate’s accounts,

business dealings, and relationships with Edward Jones and its employees. No

limitations have been imposed by the parties to exclude certain types of

disputes from arbitration, nor have the parties imposed any temporal

restrictions. See id. (including all accounts, business, transactions, and

relationships that Mr. Matter “[has] now, had in the past or may in the future

have with [Edward Jones]”). We cannot imagine any broader language. See

- 19 - J-S35008-22

Provenzano v. Ohio Valley General Hosp., 121 A.3d 1085, 1096 (Pa.

Super. 2015) (“A ‘broad’ arbitration clause in a contract is one that is

unrestricted, contains language that encompasses all disputes which relate to

contractual obligations, and generally includes ‘all claims arising from the

contract regardless of whether the claim sounds in tort or contract.’”).

In fact, we deem the language contained in the Arbitration Agreement

to be “unlimited,” as it is just as broad — if not more expansive — than general

arbitration provisions requiring “any controversy arising out of or relating to”

a contractual agreement or the breach thereof to be settled by arbitration,

which have long been viewed by our courts as unlimited arbitration clauses.

See Borough of Ambridge Water Authority v. Columbia, 328 A.2d 498,

501 (Pa. 1974) (declaring that a provision stating “any controversy or claim

arising out of or relating to this Agreement or the breach thereof shall be

settled by arbitration” consists of “the broadest conceiving language from

which it must be concluded that the parties intended the scope of the

submission to be unlimited”); Smay, 864 A.2d at 1274 (concluding that an

arbitration clause, which provides “[a]ny controversy or [c]laim arising out of

or related to the [c]ontract, or the breach thereof, shall be settled by

arbitration[,]” is “unlimited” and “encompasses all disputes that relate to a

contractual obligation”). “Where … there is an unlimited arbitration clause,

any dispute which may arise between the parties concerning the principal

contract is to be settled pursuant to its terms.” Ambridge, 328 A.2d at 501

(emphasis added). See also Callan, 858 A.2d at 1233 (“Where a contract

- 20 - J-S35008-22

dispute arises between parties to a contract containing an unlimited arbitration

clause, the parties must resolve their dispute through arbitration.”)

Here, the Estate’s crossclaims are premised on Appellants’ alleged

breach of duties it claims Appellants owed to the Estate. These alleged duties

stem from the Account Agreements signed by the parties and from Edward

Jones’s role as the holder of the accounts for Mr. Matter and the Estate. We

fail to see how claims regarding the breach of duties arising from the Account

Agreements themselves, the mishandling of confidential information

pertaining to the accounts, and/or the failure to disclose pertinent information

regarding a potential beneficiary to the accounts can be viewed as falling

“outside the scope” of the Arbitration Agreement. See TCO at 2 ¶1. See also

Saltzman v. Thomas Jefferson University Hospitals, Inc., 166 A.3d 465,

477 (Pa. Super. 2017) (quoting Provenzano v. Ohio Valley General Hosp.,

121 A.3d 1085, 1096 (Pa. Super. 2015) (“[W]here the arbitration provision is

a broad one, and ‘[i]n the absence of any express provision excluding a

particular grievance from arbitration, … only the most forceful evidence of a

purpose to exclude the claim from arbitration can prevail.’”)). Thus, we

conclude that the trial court erred in finding that the Estate’s crossclaims are

not encompassed by the broad language of the Arbitration Agreement.

Moreover, we reject the Estate’s argument that its crossclaims fall

outside the scope of the Arbitration Agreement to the extent that they consist

of tort claims. See Estate’s Brief at 19. It is well-settled:

- 21 - J-S35008-22

An agreement to arbitrate disputes arising from a contract encompasses tort claims where the facts which support a tort action also support a breach of contract action. A claim’s substance, not its styling, controls whether the complaining party must proceed to arbitration or may file in the court of common pleas.

Callan, 858 A.2d at 1233 (internal citations omitted).

As we have previously explained,

[t]his Court has consistently compelled the arbitration of tort claims arising from a contractual relationship where the language of the arbitration clause is broad and unlimited. See, e.g., Callan, 858 A.2d at 1234 (holding that tort claim arising from real estate sales contract was subject to arbitration); Warwick Twp. Water and Sewer Auth. v. Boucher & Jaines, Inc., 851 A.2d 953, 958 (Pa. Super. 2004) (“[G]iven the broad scope of the arbitration language which provides that arbitration is to be the preferred means to resolve all claims arising out of or relating to the contract documents, it was improper for the trial court to rule that the arbitration provision does not apply to the negligence claim.”); Pittsburgh Logistics Sys., Inc. v. Prof’l Transp. and Logistics, Inc., 803 A.2d 776, 779 (Pa. Super. 2002) (holding that tort action for misappropriation of trade secrets, breach of common law fiduciary duties, and interference with contractual relationship was within the scope of parties’ broad arbitration agreement).

Saltzman, 166 A.3d at 478-79. See also Pittsburgh Logistics Sys., Inc.,

803 A.2d at 780 (citing Shadduck v. Christopher J. Kaclik, Inc., 713 A.2d

635, 638-39 (Pa. Super. 1998) (explaining that the Shadduck Court

concluded all claims were covered by unlimited arbitration agreement after

determining the factual averments of the tort claims underlie the breach of

contract claims and therefore are not temporally or factually distinct)).

In the instant matter, the Arbitration Agreement is broadly worded and

there is no evidence demonstrating the parties’ intent to exclude tort claims

- 22 - J-S35008-22

arising from or relating to the Account Agreements or from the Estate’s

business, transactions, or relationships with Appellants. Additionally, we

conclude that the facts averred in the Estate’s tort claims also support a

breach of contract action; neither is temporally or factually distinct. See

Callan, supra; Pittsburgh Logistics Sys., Inc., supra. We are convinced

that the parties intended to submit all of their grievances to arbitration,

regardless of whether they sounded in tort or contract.

Accordingly, we reverse the portion of the trial court’s April 12, 2022

order denying Appellants’ preliminary objections in the nature of a petition to

compel arbitration of the Estate’s crossclaims and direct the trial court to

compel arbitration of said claims.

Order reversed in part. Case remanded. Jurisdiction relinquished.

Judgment Entered.

Joseph D. Seletyn, Esq. Prothonotary

Date: 02/10/2023

- 23 -