Policy Holders Not Bound by Cfo's Agreement to Arbitrate As They Were Not Signatories to His Employment Contract
In Boedeker v. Rogers (1999), 136 Ohio App.3d 425, 429, 736 N.E.2d 955, physician policyholders filed suit against the former chief financial officer ("CFO") of their defunct liability insurance company alleging the former CFO breached fiduciary duties, which resulted in the insurance company's collapse and non-payment of claims. See id., at 429.
The CFO moved for stay and referral to arbitration pursuant to an arbitration clause in the CFO's employment contract with the defunct company.
The trial court denied the motion, and the Eighth District affirmed, with Judge [now Justice] O'Donnell writing for a unanimous court: since none of the physician policyholders were signatories to the CFO's employment contract, they could not be bound by his agreement to arbitrate. Id.; cf. Teramar Corp., at 40-41 (reversing the trial court's order for a surety to submit to arbitration pursuant to a clause in an underlying franchise agreement to which the surety was not a party).