The applicants sought an order appointing an arbitrator under a Shareholder Purchase Agreement containing a mandatory arbitration clause following the purchase of a real estate brokerage.
The dispute concerned alleged improper bookkeeping and tax liabilities discovered after the closing of the transaction, which the applicants alleged breached the respondent’s representations, warranties, and indemnities.
The respondent argued that a prior mutual release resolving earlier litigation extinguished the agreement and barred the claims.
The court held that the claims were discovered after the release and were not covered by it, and that the dispute was at least arguable within the scope of the arbitration clause.
The court appointed an arbitrator and directed the dispute to arbitration.
