IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
_____________________
No. 02-10254
_____________________
PEOPLES BENEFIT LIFE INSURANCE COMPANY,
Plaintiff - Appellee,
versus
DALE LARSON,
Defendant - Appellant.
_________________________________________________________________
Appeal from the United States District Court
for the Northern District of Texas, Fort Worth
(USDC No. 4:01-CV-900-A)
July 30, 2002
Before JOLLY, SMITH, and DEMOSS, Circuit Judges.
PER CURIAM:*
After considering the record, briefs, and oral argument in
this case, we hold that this litigation should be stayed pending
arbitration. Although it is clear from the district court’s good
opinion that it carefully considered the merits of this case, we
think that it nonetheless erred by failing to give proper weight to
(1) the interconnected nature of the four contemporaneously
executed agreements at issue and (2) the broad “related to”
*
Pursuant to 5th CIR. R. 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in 5th CIR. R. 47.5.4.
language contained in the arbitration clause of the Conditional
Guaranty. See Personal Security & Safety Systems, Inc. v.
Motorola, Inc., __ F.3d __, 2002 WL 1413702 at *5 (5th Cir. July 1,
2002) (“In sum, we hold that, where the parties include a broad
arbitration provision in an agreement that is ‘essential’ to the
overall transaction, we will presume that they intended the clause
to reach all aspects of the transaction –- including those aspects
governed by other contemporaneously executed agreements that are
part of the same transaction.”); Neal v. Hardee’s Food Sys., Inc.,
918 F.2d 34, 38 (5th Cir. 1990) (“We hold that when the parties
included a broad arbitration clause in the essential License
Agreements covering ‘any and all disputes,’ they intended the
clause to reach all aspects of the parties’ relationship including
the purchase of the physical properties.”).
The fact that Larson was not a signatory on each of the four
agreements does not distinguish this case from Neal and Personal
Security. With an eye towards the Larson Group’s primary liability
for the debt under the Security and Reimbursement Agreement,
Peoples Benefit deliberately chose to limit Larson’s individual
liability in the Conditional Guaranty. The Conditional Guaranty
specifically directs that the two agreements should be interpreted
together. Both contracts contain a broad arbitration provision.
The parties negotiated the Conditional Guaranty as part of their
overall goal to hold Larson Group liable broadly but limit Larson’s
individual liability to cases of criminal conduct or breaches of
2
the Employment Agreement. As a consequence, claims that Larson
fraudulently induced Peoples Benefit to participate in this
transaction should be arbitrated.
We therefore reverse the district court and remand for the
entry of a stay pending arbitration.
REVERSED AND REMANDED.
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