The appellant challenged an order holding that a dispute over vested options to acquire shares in a related corporate entity had to be resolved in Delaware rather than under the mediation-arbitration clause in his Ontario employment agreement.
The court held that the competence-competence principle did not require referral to an arbitrator because arbitral jurisdiction could be determined through a superficial review of the contractual record.
Reading the employment agreement, option agreement, and incorporated equityholders agreement together, the court held that the options dispute was not contemplated by or connected with the employment agreement and was instead governed by the Delaware forum selection clause.
The court also rejected the argument that the forum selection clause was unconscionable, finding no improvident bargain or evidence that the chosen forum placed a remedy out of reach.
