The District Court of Colorado recently denied Defendant Garmin International’s motions to dismiss and to stay pending arbitration, concluding that Plaintiff MSPBO was not bound by an arbitration agreement to which it was not a signatory. In late 2006, PhatRat Technology, Inc., (“PhatRat”) entered into a settlement and arbitration agreement (“agreement”) with Garmin International to resolve a licensing dispute. The agreement stipulated that Garmin International would be released from all liability from PhatRat and its affiliates associated with the licensed patents. Seven years later, MSPBO sued Garmin International for patent infringement.
Garmin argued that the dispute as to whether MSPBO was an affiliate of PhatRat, and therefore subject to arbitration, should be covered by the agreement’s arbitration clause. The Court disagreed, holding that a non-signatory cannot be bound to arbitrate unless there is a “close relationship” between the parties and the claims relate to the underlying dispute. Garmin International alleged that MSPBO was merely a shell company, but the Court found no support for these allegations. The nature of the relationship between the parties is somewhat convoluted. MSPBO and PhatRat shared common ownership, but MSPBO was later sold to Deer Creek Capital, after which they acquired the disputed patent. The Court further found that “the agreement between PhatRat and Garmin contains no clause placing upon PhatRat’s affiliates equal rights and obligations under the agreement.” As such, Garmin International motions were denied and MSPBO would not be bound by the arbitration agreement to which it was not a signatory. MSPBO, LLC v. Garmin International, Inc., Case No. 13-cv-03388-PAB-KMT (USDC D. Colo Sept. 11, 2014).