Nutanix, Inc. v. Tessell, Inc.

Summary

The United States District Court for the Northern District of California grants Tessell, Inc.’s motion to compel arbitration of Nutanix, Inc.’s copyright infringement, tortious interference, and declaratory and injunctive relief claims. The court holds that Tessell, a nonsignatory to Nutanix’s employment agreements with its former employees, may enforce the arbitration provisions under California’s equitable estoppel doctrine because the claims are intimately founded in and intertwined with those agreements. The court also concludes that Nutanix’s claims against Tessell and its parallel claims against the former employees in arbitration are based on the same facts and are inherently inseparable.

Holdings

1. The court, rather than the arbitrator, decides threshold arbitrability issues involving Tessell because Tessell is a nonsignatory and there is no clear and unmistakable evidence that Nutanix agreed with Tessell to delegate arbitrability questions to the arbitrator.
2. Tessell may compel arbitration under California's equitable-estoppel doctrine because Nutanix's claims against Tessell are intimately founded in and intertwined with the employment agreements containing the arbitration provisions and are based on the same facts as Nutanix's arbitrable claims against the former employees.
3. Claims I for copyright infringement, VI for tortious interference with contractual relations, and VII for declaratory and injunctive relief must be compelled to arbitration.
4. The remaining claims and action must be stayed pending arbitration, while the parties' pending discovery briefs were terminated.

Questions Presented

1. Whether the district court or the arbitrator should decide the arbitrability of claims asserted against Tessell, a nonsignatory to the arbitration agreements.
2. Whether Tessell, as a nonsignatory, may compel arbitration under California's equitable-estoppel doctrine.
3. Whether Nutanix's copyright infringement, tortious interference, and declaratory and injunctive relief claims are intimately founded in and intertwined with the former employees' employment agreements and arbitration claims.
4. Whether the remaining claims and action should be stayed pending arbitration under the Federal Arbitration Act.

Disposition

other