United States District Court, D. Massachusetts
ORDER ON RENEWED MOTION TO COMPEL ARBITRATION (DOC.
SOROKIN UNITED STATES DISTRICT JUDGE
Dentex, LLC, has sued Phillip N. Gold for allegedly breaching
two contracts the parties entered in 2000, when National
Dentex acquired Gold's business. Gold asserts that the
claims against him are within the scope of an arbitration
provision contained in a third contract, also executed in
2000 as part of the same business transaction. He seeks an
order dismissing this action or staying it pending
arbitration. National Dentex opposes. Because the claims
National Dentex has elected to pursue arise under related,
but separate, agreements, neither of which contain or
incorporate an arbitration clause, Gold's motion to
compel arbitration is DENIED.
Dentex “offers a number of products and services
designed to assist dentists” in caring for their
patients. Doc. No. 12 ¶ 1. Until October of 2000, Gold
was the Chief Executive Officer of Oral Arts, a competitor of
National Dentex based in Georgia. Id. ¶ 2. Gold
sold Oral Arts to National Dentex in a transaction which
included a stock purchase agreement (“SPA”), an
employment agreement (“EA”), and a
non-competition agreement (“NCA”), all of which
were signed by the parties on October 23, 2000. Id.
¶¶ 3-5; Doc. Nos. 12-1, 12-2, 16-1. Blank copies of
the EA, the NCA, and the lease were attached as exhibits to
the SPA, as executing those agreements were conditions
precedent to consummating the SPA. Doc. No. 16-1 at
stated that it was to be construed pursuant to Massachusetts
law and reflected the parties' consent to the
jurisdiction of Massachusetts state and federal courts.
Id. at 26. It contained the following merger clause:
Entire Agreement. This Agreement, together with the
Schedules and Exhibits, sets forth the entire agreement and
understanding among the parties as to the subject matter
hereof and merges and supersedes all prior discussions,
agreements and understandings with respect hereto. This
Agreement and said Schedules and Exhibits may not be amended,
changed or modified except by a written instrument duly
executed by the parties hereto.
Id. The SPA also contained an arbitration clause
that provided, in relevant part:
Arbitration. Except as otherwise provided in Section
2(e) hereof,  or as otherwise agreed by the parties, any
controversy, dispute or claim between the parties arising out
of, related to or in connection with this Agreement or the
performance or breach hereof shall be submitted to and
settled by arbitration conducted by the American Arbitration
Association in Boston, Massachusetts, in accordance with its
commercial arbitration rules as then in effect . . . .
Id. at 27.
and the NCA each: state that they are to be “governed
by and construed in accordance with the internal laws of the
Commonwealth of Massachusetts, ” Doc. No. 12-1 ¶
12; Doc. No. 12-2 ¶ 5; and reflect the parties'
consent to the jurisdiction of Massachusetts state and
federal courts, Doc. No. 12-1 ¶ 13; Doc. No. 12-2 ¶
6. In addition, the EA and the NCA each contain a merger
clause. See Doc. No. 12-1 ¶ 11 (“This
[Employment] Agreement, which contains the entire contractual
understanding between the parties, may not be changed orally
but only by a written instrument signed by the parties
hereto.”); Doc. No. 12-1 ¶ 5 (“This
[NonCompetition] Agreement may be amended only by an
instrument in writing executed by the parties hereto and this
Agreement constitutes the entire agreement among the parties
hereto as to the subject matter hereof.”).
the EA nor the NCA contains an arbitration clause, nor any
language explicitly incorporating the SPA and/or its
completion of the October 2000 sale, Gold became the
President of Oral Arts (then owned by National Dentex), a
position he held until he resigned at the end of February
2017. Doc. No. 12 ¶¶ 2, 12. According to National
Dentex, by September 2017 Gold was acting as a consultant to
a competing business, lending that business his name,
soliciting former Oral Arts customers on behalf of the new
business, and persuading Oral Arts employees to take
positions with the new business. Id. ¶¶
12-13. As a result, “National Dentex was forced to
close Oral Arts on September 29, 2017.” Id.
Dentex alleges that Gold's post-resignation conduct
violated his obligations under the EA and the NCA.
Id. In the this action, National Dentex seeks a
declaratory judgment and monetary damages for the alleged
breaches of the EA, the NCA, and the covenant of good faith
and fair dealing implicit in both,  as well as an equitable
extension of the “restrictive covenant
obligations” contained in the EA and the NCA “for
the duration that [Gold] was in breach of such
obligations.” Id. at 19-24.
responded to the First Amended Complaint by moving to compel
arbitration, citing the arbitration clause in the SPA which,
Gold argues, reaches all disputes among the parties arising
from any of the agreements executed on October 23, 2000. Doc.
Nos. 16, 17. National Dentex opposed the motion, urging that
its claims are limited to breaches of the EA and the NCA,