On May 11, 2022, the Second Department issued a decision in Rubinstein v. C & A Mktg., Inc., 2022 NY Slip Op. 03136, holding that parties are not required to arbitrate a dispute unless they unequivocally have agreed to do so, explaining:
The Annex to Non-Compete Agreement sets forth, among other things, Rubinstein’s salary and the commission structure. In addition, the tenth paragraph of the Annex to Non-Compete Agreement states: “Third party in case of a disagreement: Rabbi Shlomo Gross (Belze Dayan) or Rabbi Meir Labin.”
. . .
Arbitration is a matter of contract, and arbitration clauses, which are subject to ordinary principles of contract interpretation, must be enforced according to their terms. Thus, a party will not be compelled to arbitrate and, thereby, to surrender the right to resort to the courts, absent evidence which affirmatively establishes that the parties expressly agreed to arbitrate their disputes. The agreement must be clear, explicit and unequivocal and must not depend upon implication or subtlety.
Here, the provision, “[t]hird party in case of a disagreement: Rabbi Shlomo Gross (Belze Dayan) or Rabbi Meir Labin,” does not expressly and unequivocally establish that the parties agreed to arbitrate the plaintiffs’ claims for unpaid commissions or wrongful termination. Moreover, this provision ambiguously refers to a disagreement, but does not specify the types of disagreements to which it applies, or otherwise state that it applies to any dispute that may arise between the parties. Accordingly, the Supreme Court should have denied that branch of the defendants’ motion which was pursuant to CPLR 3211(a) to dismiss the complaint.
(Internal quotations and citations omitted) (emphasis added).