Dallas Court of Appeals, No. 05-15-01199-CV (July 14, 2016)
Justices Bridges, Francis, and Myers (Opinion)
Under the purchase agreement, the words “we,” “us,” and “our” referred to UCFA, and “you” and “your” referred to David and William individually and collectively and to their firm, Swearingen Financial Group. The agreement provided that if a dispute arose related to the agreement, “you and UCFA agree” to arbitrate such claim “upon notice by either party to the other.” It also provided that, in the event of such arbitration, “[y]ou and we will, by joint agreement, select a single arbitrator.” The Court held that, although the agreement did not specifically state it only applied to disputes between UCFA on the one hand and David and William on the other, that is the only reasonable interpretation of the agreement. It was clear from the context that “either party” referred to David and William on one side and UCFA on the other. In addition, the agreement provided that “you” (defined as David and William) and “we” (defined as UCFA) would jointly agree to an arbitrator. The Court held it would be nonsensical for UCFA to participate in the selection of an arbitrator in a dispute between David and William. So, the Court affirmed the trial court’s judgment granting a stay of arbitration.