The District Court for the Western District of Pennsylvania compelled arbitration of investors’ claims based on an arbitration provision in subscription agreements despite the fact that the limited partnership agreement, which included an integration clause, contained no arbitration clause.
Plaintiffs purchased $3 million of defendants’ limited partnership interests. After plaintiffs requested a withdrawal of their investments, defendants delayed, which plaintiffs alleged caused substantial losses. Plaintiffs commenced an action in court and defendants sought arbitration. Plaintiffs argued that the limited partnership agreement overrode the subscription agreement based on an integration clause that superseded all “contemporaneous” agreements. Defendants argued that the subscription agreements incorporated the limited partnership agreement by reference. The court ruled that plaintiffs should have understood that by executing the subscription agreement they agreed to be bound by the subscription agreements as well as the other relevant documents, including the limited partnership agreement. Even though the limited partnership agreement did not contain an arbitration provision, it did not supersede and cancel the arbitration provision in the subscription agreements. (FFC Partnership L.P. v. Rosen Capital Partners, L.P., No. 08-1691, 2009 WL 3045538 (W.D.Penn. Sept. 22, 2009))