TERRY P. HEDDEN, JR., Appellant,
Z OLDCO, LLC f/k/a ZTS.COM LLC, successor by conversion to ZENO TECHNOLOGY SOLUTIONS, INC. f/k/a HEDDEN ENTERPRISES, INC., Appellee.
FINAL UNTIL TIME EXPIRES TO FILE REHEARING MOTION AND, IF
from the Circuit Court for Hillsborough County; Steven Scott
Charles A. Samarkos, Charles A. Buford, and Rachael L. Wood
of Johnson, Pope, Bokor, Ruppel, & Burns, LLP,
Clearwater, for Appellant.
C. Pratico and Chance Lyman of Buchanan Ingersoll &
Rooney PC, Tampa, for Appellee.
P. Hedden, Jr., appeals the denial of his motion to compel
arbitration of a three-count declaratory judgment action
filed by Z Oldco, LLC, the successor to the entity to which
Hedden sold a business. Because each of Z Oldco's claims
arise under the arbitration provision contained in the
Compensation Agreement, we reverse.
connection with the sale of his business, Hedden agreed to
remain on as an employee for one year to assist with the
transition and maintain goodwill with clients. On October 1,
2012, he and Z Oldco's predecessor entered into a
Compensation Agreement to govern the terms of that
relationship. Hedden also signed a Non-Compete Agreement,
which restricted his ability to operate a similar business
for two years following termination of his employment with Z
Compensation Agreement provides for the payment of a
two-million-dollar bonus (the "Exit Bonus"), to be
paid out in intervals based on the success of the business,
with the balance paid upon termination of Hedden's
employment. Payment of this bonus is conditioned upon
Hedden's continued compliance with the Non-Compete
Compensation Agreement contains an arbitration provision,
covering "[a]ny dispute, controversy or claim arising
out of or relating to this Agreement." The Non-Compete
Agreement contains a provision entitled "Governing Law,
Jurisdiction and Venue," which provides the following:
This Agreement shall be construed in accordance with and
shall be governed by the laws of the State of Florida and
venue of any action hereunder shall lie solely with the
courts in and for Hillsborough County, Florida, to which
jurisdiction each of the parties hereto agrees to submit for
the purposes of any litigation involving this Agreement.
employment terminated in October 2013. On May 24, 2018,
Hedden's attorney sent Z Oldco a letter demanding payment
of the Exit Bonus due under the Compensation Agreement (the
Demand Letter). One month later, Z Oldco filed a declaratory
judgment action, seeking a determination as to whether: (I)
Hedden violated the Non-Compete Agreement; (II) the Exit
Bonus is due to Hedden under the Compensation Agreement if he
is in violation of the Non-Compete Agreement; and (III)
whether the terms of the Compensation Agreement have been
fulfilled such that payment of the Exit Bonus is due to
Hedden. Hedden moved to compel arbitration pursuant to the
arbitration clause of the Compensation Agreement.
trial court denied the motion and concluded that Count I
"related more closely to the Non-[C]ompete Agreement
than to the Compensation Agreement, and thus is subject to
adjudication by the court." The trial court reasoned
that because Counts II and III were dependent upon the
resolution of Count I, it "need not decide whether those
counts must be severed and stayed pending arbitration."
Hedden filed the instant appeal, claiming that all three
counts are arbitrable.
review of this interlocutory order denying the motion to
compel arbitration is de novo. See Verizon Wireless Pers.
Commc'ns, LP v. Bateman, 264 So.3d 345, 348 (Fla. 2d
DCA 2019); Woebse v. Health Care & Ret. Corp. of
Am., 977 So.2d 630, 632 (Fla. 2d DCA 2008). "[A]
party who timely objects to arbitration should not be
compelled to arbitrate a specific claim unless the party
demanding arbitration establishes that the scope of the
relevant arbitration clause, under an analysis favoring
arbitration, is sufficient to encompass such a dispute."
CSE, Inc. v. Barron, 620 So.2d 808, 809 (Fla. 2d DCA
ruling on a motion to compel arbitration, the trial court
must consider the following: "(1) whether a valid
written agreement to arbitrate exists; (2) whether an
arbitrable issue exists; and (3) whether the right to
arbitration was waived." Seifert v. U.S. Home
Corp., 750 So.2d 633, 636 (Fla. 1999). Whether an
arbitrable issue exists-the question at issue in this
case-depends on whether there is a "significant
relationship" or "nexus" between the dispute
and the contract containing the arbitration provision.
Id. at 638 ("[E]ven in contracts containing
broad arbitration provisions, the determination of whether a
particular claim must be ...