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Antitrust claims are not arbitrable under an agreement that applied only to disputes over the division of real estate commissions, according to a federal district court in Michigan.
In Home Quarters Real Estate Group, LLC v. Michigan Data Exchange, Inc., No. 07-12090, 2007 WL 2984120 (E.D. Mich. Oct. 12, 2007), Home Quarters Real Estate (HQRE) signed an agreement with the trade association Michigan Data Exchange (MDE) as a shareholder in the Michigan Multiple Listing Service (MLS). The agreement stated that the parties would agree to adhere to the bylaws, rules and regulations of the MLS service and would agree to arbitrate any and all disputes in accordance with the Code of Ethics and Arbitration Manual of the National Association of Realtors.
Later, a dispute arose over MDE allegedly refusing HQRE access to the MLS, thereby engaging in actions that allegedly violated antitrust laws. MDE sought to compel arbitration of the dispute. In opposing arbitration, HQRE argued that the dispute fell outside the scope of the arbitration agreement.
The Court found HQRE’s anti-trust claims to “clearly fall outside the scope of the agreement,” and thus refused to compel arbitration. The Court stated that the terms of the agreement required adherence to the Code of Ethics and Arbitration Manual by incorporating both by reference in the arbitration agreement. The Court found the antitrust claims were not arbitrable, even under “the most liberal reading” of these documents.
Of particular note to the Court, the listing of arbitrable disputes in the Manual’s Appendix “all pertain[ed] to the division of real estate commissions between multiple brokers,” and none were “remotely related” to the allegation that MDE restricted HQRE’s access to the MLS “in an attempt to restrain competition.”Furthermore, the Court observed that arbitration was inappropriate for antitrust claims in this case because such claims could be “considered independently” of the agreement and “could be maintained without reference to the contract or relationship at issue.” According to the Court, these circumstances supported the finding that the antitrust claims were outside the scope of the agreement.
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