August 29, 2017 Articles

Gomes v. Karnell: Attorney's Email with Essential Terms Binds Client to ADR

By Quinton M. Herbert

Under the Federal Arbitration Act (FAA), an arbitration agreement shall be enforced unless it can be invalidated upon such grounds that exist at law or in equity for the revocation of any contract. A fundamental part of judicial review under that standard is ascertaining whether the parties have expressly intended that the contract would bind them, whether the terms of the contract are sufficiently definite, and whether the parties exchange legal consideration.

In Gomes v. Karnell, No. 11814-VCMR (Del. Ch. Nov. 30, 2016), the Delaware Court of Chancery made clear that absent sufficient grounds for revocation at law or equity, courts should enforce arbitration agreements containing the essential elements that manifest parties' mutual assent to be bound. In Gomes, the court granted the defendants' motion to compel arbitration, holding that email communications between counsel for parties to a contractual dispute formed a valid arbitration agreement under the FAA and are thus binding on the parties provided that the emails included the essential terms of an arbitration agreement.

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