EAD Engineering, Inc. v. Purac America Inc., doing business as Corbion

Summary

The Nebraska Court of Appeals held that EAD Engineering, which did not sign the applicable construction agreement, was not bound to arbitrate under an incorporation-by-reference or assignment theory. The court reversed the order compelling arbitration and remanded for the district court to consider agency and delegation theories that it had not previously addressed.

Holdings

1. EAD Engineering did not contractually agree to be bound by the arbitration provision in the Engineering, Procurement and Construction Agreement because it did not sign that agreement, was not identified in its introductory paragraph as an executing entity, and the agreement incorporated an earlier agreement requiring judicial dispute resolution rather than an existing arbitration clause.
2. EAD Engineering's assignment of its rights under the Engineering Services Agreement to EAD Constructors did not bind EAD Engineering to the arbitration clause in the later Engineering, Procurement and Construction Agreement.
3. The Court of Appeals would not decide agency or delegation theories in the first instance. Because Corbion raised those theories in the district court but the district court did not rule on them, the matter had to be remanded for the district court to consider them.

Questions Presented

1. Whether EAD Engineering, a nonsignatory to the Engineering, Procurement and Construction Agreement, agreed to arbitrate disputes through incorporation by reference of the Engineering Services Agreement.
2. Whether the assignment of EAD Engineering's rights under the Engineering Services Agreement bound EAD Engineering to the arbitration provision in the later Engineering, Procurement and Construction Agreement.
3. Whether the appellate court could affirm on agency or delegation theories that were raised below but not addressed by the district court.
4. Whether the remaining assignments of error required separate consideration.

Disposition

reversed_and_remanded