Transamerica Financial Resources, Inc. v. Rondini

545 N.E.2d 789, 189 Ill. App. 3d 853, 137 Ill. Dec. 136, 1989 Ill. App. LEXIS 1580
CourtAppellate Court of Illinois
DecidedOctober 12, 1989
Docket2-89-0121
StatusPublished
Cited by3 cases

This text of 545 N.E.2d 789 (Transamerica Financial Resources, Inc. v. Rondini) is published on Counsel Stack Legal Research, covering Appellate Court of Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Transamerica Financial Resources, Inc. v. Rondini, 545 N.E.2d 789, 189 Ill. App. 3d 853, 137 Ill. Dec. 136, 1989 Ill. App. LEXIS 1580 (Ill. Ct. App. 1989).

Opinion

JUSTICE LINDBERG

delivered the opinion of the court;

Defendant, Wilson J. Rondini, Jr., appeals the trial court’s order denying his motion to stay proceedings pending arbitration of a collection dispute with his former employer, Transamerica Financial Resources, Inc. (TFR). Defendant contends that the parties’ dispute falls within the scope of mandatory arbitration as provided in the rules and constitution of the National Association of Security Dealers (NASD). We affirm.

TFR, a securities brokerage firm and member of NASD, hired defendant as a registered representative to sell securities. At the time defendant was hired, TFR and defendant entered into a written loan agreement, by which TFR loaned defendant $20,576.50. By its terms, the loan agreement provided for a forgiveness of defendant’s indebtedness if, as of the due date of each installment payment, defendant continued to be a registered representative of TFR. The agreement further required defendant to execute a collateral security agreement in which he assigned his commissions to TFR “only to the extent necessary to secure repayment of any present or future debit balance in [defendant’s] account with [TFR].” The loan agreement itself required defendant to pay TFR three annual principal installments of $6,858.83.

At some point, defendant’s employment with TFR terminated. On August 24, 1988, TFR filed a complaint against defendant alleging the terms of the loan agreement,, the loan amount, and an outstanding balance of $13,717.67 which it claimed that defendant had failed to pay. TFR sought collection of the outstanding balance, plus reasonable costs, attorney fees, and the maximum legal interest.

Defendant filed a motion to stay the court proceedings, pending arbitration of TFR’s claim before the NASD. Defendant alleged that he had signed a document known as “Form U-4,” a portion of his application for registration with NASD; he further alleged that the terms of the document comprised a contract between the parties to abide by and otherwise adhere to the NASD rules, including its Code of Arbitration Procedure. The Code requires submission of certain disputes to arbitration as follows:

“Sec. 8(a) Any dispute, claim or controversy eligible for submission under Part I of this Code between or among members and/or associated persons, and/or certain others, arising in connection with the business of such members(s) or in connection with the activities of such associated person(s), shall be arbitrated under this Code, at the instance of:
(1) a member against another member;
(2) a member against a person associated with a member or a person associated with a member against a member; and,
(3) a person associated with a member against a person associated with a member.” NASD Code of Arbitration Procedure, Part II, §8(a), NASD Manual (CCH) par. 3708 (1985).

TFR resisted defendant’s motion, arguing that its loan to him did not “arise out of or in connection with” its business as a member of NASD, but rather arose solely out of the parties’ employment relationship. Following briefing and oral argument by both sides, the trial court denied defendant’s motion for the stay. Defendant’s appeal of this order is an interlocutory appeal as of right pursuant to Rule 307(a)(1) (107 Ill. 2d R. 307(a)(1)), as the denial of injunctive relief. See People v. Kerr-McGee Chemical Corp. (1986), 142 Ill. App. 3d 1104, 1106, 492 N.E.2d 1003, 1005.

The issue presented by defendant’s appeal is whether the trial court erred in determining that TFR’s collection claim against its former employee does not arise out of or in connection with its business as a member of the NASD and thus is not arbitrable under the provisions of the NASD Code of Arbitration Procedure. Our review of the trial court’s order in this matter is limited to a determination of whether the court abused its discretion in denying defendant’s motion for a stay. Kerr-McGee Chemical Corp., 142 Ill. App. 3d at 1106, 492 N.E.2d at 1005.

We begin our analysis of defendant’s contention with consideration of a recent supreme court decision, Donaldson, Lufkin & Jenrette Futures, Inc. v. Barr (1988), 124 Ill. 2d 435, 530 N.E.2d 439. Although Barr was decided pursuant to the Uniform Arbitration Act (Ill. Rev. Stat. 1987, ch. 10, par. 101 et seq.), and the instant matter is governed by the Federal Arbitration Act (9 U.S.C.A. §1 et seq. (1970)), the facts presented therein are substantially similar to the instant facts, thus providing persuasive analogous reasoning. Barr worked for Donaldson, Lufkin and Jenrette Futures, Inc. (DFI), for approximately three years. Upon leaving, he filed an arbitration claim before the Chicago Board of Trade (CBOT) against DFI for $500,000, comprising claims for severance pay, unpaid expenses, commission-based bonuses, and recruiting-based bonuses. CBOT Rule 600.00 provided: “Any controversy *** which arises out of the Exchange business of such parties [is subject to arbitration].” (Emphasis in original.) (124 Ill. 2d at 439, 530 N.E.2d at 440.) DFI resisted Barr’s arbitration claim, contending that the parties’ disputes were not arbitrable under Rule 600.00.

The supreme court held that the Uniform Arbitration Act required the arbitrator to determine the question of arbitrability in unclear cases; it further held that Barr’s claims concerning severance pay and unpaid expenses arose out of his employment contract and were clearly not claims arising out of DFI’s Exchange business, while his remaining claims concerning various bonuses were of uncertain origin. Thus, the supreme court determined that Barr’s claims concerning severance pay and unpaid expenses were not arbitrable while his remaining claims should be submitted to the arbitrator for determination of the question of arbitrability. (124 Ill. 2d at 450-51, 530 N.E.2d at 446.) We recognize, as did the trial court, that Barr is not controlling in the instant matter, as it was interpreting an arbitration rule of the Chicago Board of Trade in light of the Illinois Uniform Arbitration Act; however, the arbitration provision at issue in both cases contains nearly identical language. Further, the State policy favoring arbitration (Barr, 124 Ill. 2d at 443, 530 N.E.2d at 443) mirrors the Federal policy favoring this method of dispute resolution (Shearson/American Express, Inc. v. McMahon (1987), 482 U.S. 220, 226, 96 L. Ed. 2d 185, 193, 107 S. Ct. 2332, 2337). Additionally, the parties concede that they are unable to provide, nor has this court located, case law construing the NASD arbitration provision in light of the Federal Arbitration Act as applied to a similar factual situation.

TFR concedes that, as a member of NASD, it is bound by the NASD Code of Arbitration Procedure and is required to arbitrate disputes which arise out of or in connection with its business.

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Bluebook (online)
545 N.E.2d 789, 189 Ill. App. 3d 853, 137 Ill. Dec. 136, 1989 Ill. App. LEXIS 1580, Counsel Stack Legal Research, https://law.counselstack.com/opinion/transamerica-financial-resources-inc-v-rondini-illappct-1989.