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Scolari v. Elliot Rust Companies, LLC

United States District Court, W.D. Washington, Tacoma

June 2, 2015

JOSEPH SCOLARI, Plaintiff,
v.
ELLIOT RUST COMPANIES, LLC, Defendant.

ORDER DENYING DEFENDANT'S MOTION TO DISMISS OR STAY PENDING ARBITRATION

BENJAMIN H. SETTLE, District Judge.

This matter comes before the Court on Defendant Elliot Rust Companies, LLC's ("Elliot Rust") motion to dismiss or stay pending arbitration (Dkt. 11). The Court has considered the pleadings filed in support of and in opposition to the motion and the remainder of the file and hereby denies Elliot Rust's motion for the reasons stated herein.

I. PROCEDURAL AND FACTUAL BACKGROUND

On January 1, 2013, Plaintiff Joseph Scolari ("Scolari") became an owner of Elliot Rust. Dkt. 1 ("Comp.") ¶ 3.2. Scolari received a ten percent interest in Elliot Rust pursuant to a Grant Agreement. Id. ¶ 3.4; Dkt. 13, Declaration of Cesar Scolari ("Cesar Dec."), Ex. A ("Grant Agreement") ¶ 1.

The Grant Agreement was executed between Scolari and Elliot Rust "according to the terms of the Amended and Restated LLC Agreement of Elliot Rust Companies, LLC dated January 1, 2013 (the LLC Agreement')." Id. at 1. The Grant Agreement also provides:

[Scolari] understands, acknowledges and agrees that, upon execution of this Grant Agreement and the joinder to the LLC Agreement, [Scolari] shall, without further action or deed, thereupon be bound by the LLC Agreement, as it may thereafter be restated or amended, as though a direct signatory thereto.

Id. ¶ 5. Finally, the Grant Agreement includes the following jurisdiction clause:

Governing Law: Jurisdiction. This Grant Agreement and the transaction contemplated hereby shall be governed by and construed according to the laws of the state of Washington. With respect to any dispute arising out of or related to this Grant Agreement or the LLC Agreement, the parties hereby consent to the exclusive jurisdiction of the United States District Court for the Western District of Washington....

Id. ¶ 11(b).

The LLC Agreement, in turn, contains an arbitration provision:

Arbitration. All disputes, claims or controversies relating to this Agreement that are not resolved by mediation shall be submitted to final and binding arbitration.... Questions or arbitrability or the scope of the parties' agreement to arbitrate shall be determined by the arbitrator.

Cesar Dec., Ex. B ("LLC Agreement") ¶ 11.17.3. The LLC Agreement also includes a jurisdiction and venue clause:

Jurisdiction and Venue. Any suit involving any dispute or matter arising under this Agreement may only be brought in the United States District Court for the Western District of Washington or the Superior Court of Pierce County. All Members hereby consent to the exercise of ...

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