ARBITRATION-PARTNERSHIPS

MBC Dev., LP v. Miller, 2022 Pa. Super. LEXIS 350 (August 12, 2022) (Colins, J.)  This case involved an arbitration agreement in connection with a limited partnership.  The court found that the arbitration agreement must be respected.  Reference to the court as an adjudicator in the statute does not require that only a court can make such an adjudication or prohibit arbitration of the claim or issue.  Here, Sections 8692 and 8694 of the Limited Partnership Act do not state that courts have exclusive jurisdiction over proceedings concerning the effect of a special litigation committee determination on a derivative claim.  Rather, they simply refer to the “court” as the adjudicator of the effect of a special litigation committee determination where the action is brought in a court and refer to “court review” without any suggestion of intent to bar other adjudicators from addressing the issue.  There is no limitation in jurisdiction in the Limited Partnership Act.  The partnership arbitration clause then is valid.  However, as to the individuals not parties to the partnership agreement, they are not bound by arbitration.  They also are not third party beneficiaries of the agreement who might otherwise be bound by the arbitration agreement.