Court Compels Arbitration Despite Conflicting Provisions
BSJZ Law represented NotaryCam Inc. in a case in the U.S. District Court for the Western District of Michigan. NotaryCam is a provider of remote identification and notarization services, which it provided to the Michigan Health Information Network Shared Services (“MiHIN”). In its Complaint, MiHIN alleged that NotaryCam was infringing on its intellectual property rights and breaching a confidentiality agreement. NotaryCam argued, among other things, that it owned the software and systems at issue because they pre-existed NotaryCam’s work for MiHIN.
The contract between the parties included both a forum selection clause and an arbitration provision in the same paragraph:
Any and all disputes, claims or litigation arising from or related in any way to this Agreement will be resolved exclusively by the courts in the State of Michigan. Contractor [NotaryCam] waives any objections against and agrees to submit to the personal jurisdiction of the state and federal courts in Michigan. The interpretation and enforcement of this Agreement will be governed by the law of the State of Michigan. Any dispute arising under this Agreement shall be subject to binding arbitration by a single Arbitrator, in accordance with its relevant industry rules, if any. The arbitration shall be held in Michigan. The arbitrator shall have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the arbitrator may be entered in any Court of competent jurisdiction.
The Court adopted BSJZ Law’s argument that the seemingly inconsistent clauses could be harmonized such that the parties had agreed to arbitrate their disputes and to have that arbitration award confirmed by the Western District of Michigan. As a result, the parties will proceed to arbitration. A copy of the Court’s decision can be found here.