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A Florida appellate court held that an arbitration clause in a marketing services agreement applied to a corresponding guarantee agreement. The guarantee agreement contained a jurisdiction clause that permitted the marketing company to sue the guarantor in Florida, but the Court found that this permissive clause did not trump the mandatory arbitration clause.
In Ceradini v. IGT Services, Inc., NO. 3D06-2626, 2007 WL 1542015 (Fla. Dist. Ct. App. May 30, 2007), IGT agreed to provide marketing services to Florida Entertainment. The agreement contained an arbitration clause. Later, Ceradini entered into a guarantee agreement whereby he personally guaranteed Florida Entertainment's obligations under the agreement.
The guarantee agreement contained a clause tying it to the marketing services agreement, but it did not contain an arbitration clause. Instead, the agreement contained a clause whereby the parties consented to jurisdiction and venue in Miami-Dade County.
When IGT sued for breach of the guarantee agreement, Ceradini filed a motion to compel arbitration pursuant to the arbitration clause in the marketing services agreement. The trial court denied the motion.
On appeal, the Court held that the arbitration clause in the marketing services agreement applied to the alleged breach of the guarantee agreement because the dispute related to the marketing services agreement. The Court reached this holding based on the rule that "an arbitration provision in the main agreement is to be read into any corresponding guarantee agreement."
The Court also concluded that the jurisdiction provision in the guarantee agreement did not trump the arbitration clause in the marketing services agreement. In reaching this conclusion, the Court explained that the arbitration clause was mandatory, whereas the jurisdiction clause was merely permissive.
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