Three Valleys Municipal Water District v. E.F. Hutton & Co.

925 F.2d 1136
CourtCourt of Appeals for the Ninth Circuit
DecidedFebruary 5, 1991
DocketNos. 89-55138, 89-55664
StatusPublished
Cited by160 cases

This text of 925 F.2d 1136 (Three Valleys Municipal Water District v. E.F. Hutton & Co.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Ninth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Three Valleys Municipal Water District v. E.F. Hutton & Co., 925 F.2d 1136 (9th Cir. 1991).

Opinions

PREGERSON, Circuit Judge:

On March 31, 1988, plaintiffs filed an action against E.F. Hutton & Co. (“Hutton”) alleging that, as a result of Hutton’s wrongful conduct, plaintiffs lost over $8 million on their investment accounts. The district court granted Hutton’s motion to compel arbitration of plaintiffs’ claims based on RICO and state law violations, but denied the motion with respect to plaintiffs’ federal securities law claims. The plaintiffs appeal the court’s order compelling arbitration on their RICO and state law claims while Hutton appeals the portion of the order denying arbitration on plaintiffs’ federal securities law claims. We reverse and remand.

I. BACKGROUND

In September 1986, the cities of Lawn-dale, San Marino, and Palmdale, and the Palmdale Redevelopment Agency (“Palm-dale RDA”) opened securities accounts with E.F. Hutton & Company, Inc. Hutton is the predecessor to Shearson Lehman Hutton, Inc.1 In November 1986, Three Valleys Municipal Water District (“Three Valleys”) also opened a securities account with Hutton.

When they opened their securities accounts, each plaintiff entered into a Client Agreement with Shearson. The Client Agreements entered into by Lawndale, San Marino, Palmdale, and Palmdale RDA were each executed by Clarence Raymond Wood, who worked in various financial capacities for those entities. The Client Agreement entered into by Three Valleys was executed by Muriel F. O’Brien, the President of its Board of Directors. Each client agreement contained the following language:

[1138]*1138ARBITRATION AGREEMENT
It is understood that the following agreement to arbitrate does not constitute a waiver of the right to seek a judicial forum where such a waiver would be void under the federal securities laws.
The undersigned agrees, and by carrying an account for the undersigned [Shearson] agrees, that except as inconsistent with the foregoing sentence, all controversies which may arise between us concerning any transaction or the construction, performance or breach of this or any other agreement between us, whether entered into prior, on or subsequent to the date hereof, shall be determined by arbitration.

On March 81, 1988, Lawndale, San Mari-no, Palmdale, Palmdale RDA, and Three Valleys (collectively “plaintiffs”) filed their first amended complaint in the District Court for the Central District of California alleging that, as a result of Shearson’s wrongful conduct, they lost a total of $8,279 million on their investment accounts.2 Pursuant to §§ 3 and 4 of the Federal Arbitration Act, Shearson filed a motion to compel arbitration and to stay the federal proceeding. The plaintiffs opposed the motion on the ground that the client agreements are void because the individual who signed the agreements, Clarence Wood, did not have authority to bind plaintiffs.3 Plaintiffs also argued that, even if they were bound to the client agreements, the arbitration clauses contained in such agreements did not cover claims arising under the federal securities law.

On January 11, 1989, the district court entered an order granting in part and denying in part Shearson’s motion to compel arbitration. The district court held that (1) the question whether the signatory, Clarence Wood, had authority to bind plaintiffs should be submitted to an arbitrator; (2) plaintiffs’ claims under § 10(b) of the Exchange Act and § 12(2) of the Securities Act are not arbitrable; and (3) that plaintiffs’ claims under RICO and state law are arbitrable.

Shearson appeals the portion of the district court’s order denying the motion for a stay and refusing to compel arbitration of the plaintiffs’ federal securities law claims. Shearson’s notice of appeal was timely filed on January 10, 1989. We have jurisdiction over the appeal pursuant to 9 U.S.C. §§ 15(a)(1)(A) & 15(a)(1)(B).

Plaintiffs filed a petition for permission to appeal the portion of the district court’s order compelling arbitration pursuant to 28 U.S.C. § 1292(b). An order directing arbitration is not ordinarily appeal-able. See 9 U.S.C. § 15(b)(2). The district court, however, certified the portion of its order directing arbitration for immediate interlocutory appeal. On June 22, 1989, we granted plaintiffs’ request to appeal under 28 U.S.C. § 1292(b). On that same day, plaintiffs perfected their appeal pursuant to Fed.R.App.P. 5(d). Thus, this court now has before it all issues regarding the arbitrability of the underlying dispute.

II. DISCUSSION

In its January 11, 1989 order, the district court directed arbitration on plaintiffs’ RICO and state law claims, but refused to direct arbitration on plaintiffs’ claims under § 10(b) of the Exchange Act and § 12(2) of the Securities Act. There are two issues in this appeal. First, the plaintiffs’ contend that the Client Agreements containing the arbitration clauses are void because the signatory did not have authority to bind the plaintiffs. They argue that the district court erred in determining that the threshold issue whether the Client Agreements bind the plaintiffs must be decided by an arbitrator, rather than the district court. Second, assuming plaintiffs are bound to the contracts — and Three Val[1139]*1139leys does not deny that it is — Shearson contends that the district court erred in ruling that plaintiffs’ claims under § 10(b) of the Exchange Act and § 12(2) of the Securities Act are not arbitrable.

“This court reviews decisions regarding the validity and scope of arbitration clauses de novo.” First Investors Corp. v. American Capital Fin. Serv., Inc., 823 F.2d 307, 309 (9th Cir.1987).

A.

Plaintiffs opposed Shearson’s motion to stay the federal proceeding and to compel arbitration on the ground that the Client Agreements containing the arbitration clauses are void because the individual who signed the agreements, Clarence Wood, did not have authority to bind the plaintiffs. The district court held that the question whether plaintiffs are bound to the Client Agreements must be decided by the arbitrators. We need not address whether Wood had authority to bind the plaintiffs; rather, the issue before this court is who decides whether plaintiffs are bound to the contracts — an arbitrator or the district court.

Federal law preempts state law on issues of arbitrability. Moses H. Cone Memorial Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24, 103 S.Ct. 927, 941, 74 L.Ed.2d 765 (1983). Under the Federal Arbitration Act (“Act”), 9 U.S.C. §§ 1-15

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925 F.2d 1136, Counsel Stack Legal Research, https://law.counselstack.com/opinion/three-valleys-municipal-water-district-v-ef-hutton-co-ca9-1991.