In re the Arbitration between Reif & Williams Sportswear, Inc.

Appellate Division of the Supreme Court of New York

In re the Arbitration between Reif & Williams Sportswear, Inc.

10 A.D.2d 937, 200 N.Y.S.2d 813, 1960 N.Y. App. Div. LEXIS 9666

Appellate Division of the Supreme Court of the State of New York·Decided May 24, 1960·Published

Opinion

Order unanimously reversed on the law and on the facts, with $20 costs and disbursements to the appellant and the motion to stay arbitration is granted, with $10 costs. The partnership, which had been a party to the collective bargaining agreement, was dissolved in September, 1957 and the assets distributed between the principals. Thereafter, in December, 1957, the persons who had comprised the partnership formed a corporation, the appellant herein. The record is clear that the corporation never signed, accepted or became a party to the bargaining agreement with its provision for arbitration. There can be no arbitration unless it is first found that the parties have agreed to arbitrate (Matter of Spectrum Fabrics Corp. [Main St. Fashions], 285 App. Div. 710, 714) and the court cannot impose such a contract upon the parties. (See Matter of Kallus [Ideal Novelty & Toy Co.], 292 N. Y. 459.) Similarity of name or identity of individual participation resulting in the formation of the corporation cannot obscure the fact that in law a new entity was created. Regardless of possible individual liability on the part of the two principals who formed -the corporation, it cannot be compelled to arbitrate in the absence of -the existence of an agreement to do so. Concur — Botein, P. J., Breitel, Rabin, Yalente and Stevens, JJ.

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Order unanimously reversed on the law and on the facts, with $20 costs and disbursements to the appellant and the motion to stay arbitration is granted, with $10 costs. The partnership, which had been a party to the collective bargaining agreement, was dissolved in September, 1957 and the assets distributed between the principals. Thereafter, in December, 1957, the persons who had comprised the partnership formed a corporation, the appellant herein. The record is clear that the corporation never signed, accepted or became a party to the bargaining agreement with its provision for arbitration. There can be no arbitration unless it is first found that the parties have agreed to arbitrate (Matter of Spectrum Fabrics Corp. [Main St. Fashions], 285 App. Div. 710, 714) and the court cannot impose such a contract upon the parties. (See Matter of Kallus [Ideal Novelty & Toy Co.], 292 N. Y. 459.) Similarity of name or identity of individual participation resulting in the formation of the corporation cannot obscure the fact that in law a new entity was created. Regardless of possible individual liability on the part of the two principals who formed -the corporation, it cannot be compelled to arbitrate in the absence of -the existence of an agreement to do so. Concur — Botein, P. J., Breitel, Rabin, Yalente and Stevens, JJ.

In re the Arbitration between Reif & Williams Sportswear, Inc., 10 A.D.2d 937, 200 N.Y.S.2d 813, 1960 N.Y. App. Div. LEXIS 9666 (N.Y. Ct. App. 1960).

Pincite

10 A.D.2d 937 (In re the Arbitration between Reif & Williams Sportswear, Inc.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Opinion

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