The trial court correctly denied defendants’ motion to compel arbitration of plaintiff’s claims that defendants breached their fiduciary duties owed to him as a minority shareholder by diluting his shares and arranging a sale of the company that benefited them at his expense. The broad arbitration clause in the plaintiff’s employment agreement was ended by the separation agreement which plaintiff signed on leaving the company’s employment. Neither of the other two agreements that plaintiff had with the company had an arbitration clause that was broad enough to cover claims arising from plaintiff’s rights as a shareholder. The fact that the plaintiff had acquired the shares as compensation for his work did not make his claims as a shareholder claims arising from his employment.
California Court of Appeal, First District, Division 4 (Tucher, J.); December 21, 2018; 30 Cal. App. 5th 659