Smith Barney Inc. v. Potter

725 So. 2d 1223, 1999 WL 18392
CourtDistrict Court of Appeal of Florida
DecidedJanuary 20, 1999
Docket98-2488
StatusPublished
Cited by16 cases

This text of 725 So. 2d 1223 (Smith Barney Inc. v. Potter) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Smith Barney Inc. v. Potter, 725 So. 2d 1223, 1999 WL 18392 (Fla. Ct. App. 1999).

Opinion

725 So.2d 1223 (1999)

SMITH BARNEY INC., and Hoxie R. Lind, Appellants,
v.
Martha K. POTTER, Arthur Harvey, Margaret G. Ostrander, and Delores Thomas, Appellees.

No. 98-2488.

District Court of Appeal of Florida, Fourth District.

January 20, 1999.
Rehearing Denied March 11, 1999.

Alex J. Sabo and Keith Olin of Morgan, Lewis & Bockius, LLP, Miami, for appellants.

Stephen Krosschell and Joel A. Goodman of Goodman & Nekvasil, P.A., Safety Harbor, for appellees.

FARMER, J.

We have at hand an order refusing to dismiss discrete claims on forum non conveniens grounds. Finding that the record sufficiently establishes that the trial court considered *1224 all the applicable elements of a forum non conveniens argument, we address the merits and reverse for such a dismissal.

Smith Barney is a Delaware corporation with its principal place of business in New York and local offices in many places around the country. Each one of the appellees is a separate investor with Smith Barney. Each resides in a different state, and each made different investments through Smith Barney at a separate time and place, without any then existing legal connection with any of the other appellees.[1] Each investor has asserted a formal claim against Smith Barney involving investments in various limited partnerships, and each has demanded arbitration of the claim according to NASD[2] rules.[3] Apparently some of the limited partnership investments originated more than 6 years before the filing of the claims. The common thread in these transactions for our purposes is that each had a written account agreement with Smith Barney containing an arbitration provision.

The four separate investors joined together to file a declaratory judgment action against Smith Barney in the circuit court in Fort Lauderdale.[4] They sought a declaration that the arbitrators rather than the courts should determine any limitations issue as to whether any or all of their separate and individual claims are barred by NASD rules. Smith Barney moved in the trial court to dismiss the claims of the nonresidents of Florida on forum non conveniens grounds, or alternatively to sever such claims from the Florida claimant's action. After a lengthy hearing, the trial court denied the motion in an order that merely recites that the motion was denied in its entirety.

As a preliminary matter, Smith Barney argues that we should reverse the order merely because it fails to specify the basis for the denial. We reject this contention. At several points during the hearing, the trial judge made clear that he was familiar with Kinney System, Inc. v. Continental Ins. Co., 674 So.2d 86 (Fla.1996). Kinney requires that a trial judge engage in a four-step analysis in deciding whether to dismiss claims on forum non conveniens grounds.[5] The judge stated that he had recently entered a lengthy order in another case dealing with the legal principles of Kinney. All of these steps were discussed at length during the hearing and in legal memoranda filed by the parties. The positions of both sides as to each of the steps were made abundantly clear.

The hoariest principle of appellate review is that every presumption is in favor of the ruling of the trial court. Lott v. City of Orlando, 142 Fla. 338, 196 So. 313 (1939); Bilgore v. Gunn, 150 Fla. 799, 9 So.2d 184 (1942); Odom v. Barrett, 67 So.2d 200 (Fla. 1953) (every presumption is in favor of order *1225 appealed and trial judge's rulings). In the absence of explicitly stated reasoning by the trial judge, an appellate court presumes that all intermediate conclusions in the chain of logic were resolved in favor of the ultimate conclusion of the trial court. Congleton v. Sansom, 664 So.2d 276 (Fla. 1st DCA), rev. denied, 675 So.2d 119 (Fla.1996) (accuracy of trial court's conclusions tested by interpreting all evidence and reasonable inferences in light most favorable to trial court's conclusions); Winn Dixie Stores, Inc. v. Benton, 576 So.2d 359 (Fla. 4th DCA), rev. denied, 589 So.2d 294 (Fla.1991) (on appeal all evidence and conflicts and all reasonable conclusions must be resolved in favor of prevailing party); Seaboard Coast Line R. Co. v. Brummitt, 390 So.2d 170 (Fla. 5th DCA 1980) (when order does not state grounds on which it was based, reviewing court is required to determine if any grounds would support order and assume all necessary facts as true). We have applied these basic principles in this case and conclude that at each step in the four-part analysis the trial court resolved the analysis in a way that would support the denial of the motion to dismiss on forum non conveniens grounds.

We think no purpose would be served by a remand for the trial judge to write out in an order exactly what he had decided at each step. In this regard we contrast the present case with our recent decision in Carenza v. Sun International Hotels, Ltd., 699 So.2d 830 (Fla. 4th DCA 1997), where the entire record was insufficient for us to reach a similar conclusion. In the present case the record is quite sufficient for review. There is no per se rule requiring a remand whenever an order granting or denying dismissal on forum non conveniens grounds fails explicitly to set forth the court's resolution of the four-step analysis. If the record is sufficient to review the trial court's ultimate determination, the scarcity of the text of the order will not matter.

Turning therefore to the merits, we conclude that the trial judge erred.[6] At bottom, the bone of contention between the claimants and Smith Barney in the declaratory judgment action turns on the meaning of NASD rule 10304, which provides:

"No dispute, claim, or controversy shall be eligible for submission to arbitration under this Code where six (6) years have elapsed from the occurrence of the event giving rise to the act or dispute, claim, or controversy. This Rule shall not extend applicable statutes of limitation, nor shall it apply to any case which is directed to arbitration by a court of competent jurisdiction."

Claimants apparently read our decision in Wylie v. Investment Mgt. & Research Inc., 629 So.2d 898 (Fla. 4th DCA 1993),[7] to require that it is the arbitrators who must decide whether and to what extent any of their claims are time-barred. Smith Barney, in turn, reads rule 10304 to state a contractual definition specifying what claims may be submitted to arbitration. Under the Supreme Court's decision in First Options of Chicago v. Kaplan, 514 U.S. 938, 115 S.Ct. 1920, 131 L.Ed.2d 985 (1995) (question who has primary power to decide arbitrability turns upon whether parties agreed to submit that question to arbitration; if parties have not explicitly agreed to submit specific issue to arbitration then court should determine issue; courts should not assume that parties agreed to arbitrate arbitrability of specific issue unless there is clear and unmistakable evidence that they did so),[8] Smith Barney argues that it is for the court to decide whether the parties have agreed to submit the claims older than 6 years to arbitration. It is this controversy as to the meaning of *1226 rule 10304 that the claimants seek to have the court declare in this pending action.

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Cite This Page — Counsel Stack

Bluebook (online)
725 So. 2d 1223, 1999 WL 18392, Counsel Stack Legal Research, https://law.counselstack.com/opinion/smith-barney-inc-v-potter-fladistctapp-1999.