Enforcement of an arbitration provision in a non-compete agreement; Construing together two writings that refer to each other & relate to the same subject matter; Culver v Castro; Argument that fundamental fairness prevents a dispute from being submitted to arbitration; The Uniform Arbitration Act (MCL 691.1681 et seq); MCL 691.1686(3); Claim that the agreement was void ab initio as against public policy based on violations of the Michigan Rules of Professional Conduct (MRPC); Tinsley v Yatooma

The court concluded that plaintiff’s effort to exclude the parties’ compensation dispute from arbitration lacked merit because their compensation commitment agreement (CCA) and non-compete agreement (NCA) related “to the same subject matter and should be construed together.” It also rejected her claim that fundamental fairness prevented the dispute from being submitted to arbitration, finding that this issue fell “within the arbitrator’s statutory authority for resolution.” Finally, in light of Tinsley, it declined to declare the NCA void as against public policy. Thus, it affirmed summary disposition for defendants in this compensation dispute between an attorney and the law firm at which she was previously employed. The “trial court acknowledged that the arbitration provision only appeared in the” NCA and not in the CCA. But it determined that the provision referenced the CCA “and addressed the same subject matter.” Thus, it found that the documents should “be construed together, warranting the application of the arbitration provision to plaintiff’s compensation dispute.” The court held that it did not err in doing so. The NCA “referred to the compensation agreement or offer letter, and the letter was an expansion of the terms of the employment and confidentiality agreement. Specifically, it delineated how plaintiff would be paid because she did not draw a salary or benefits, but rather, addressed her payment in terms of clients that paid an hourly rate as opposed to a contingent or flat fee agreement and the hours billed.” The court also rejected plaintiff’s assertion that the arbitration provision could not be enforced on the basis defendants retained the right to unilaterally modify it, concluding that there was no limit on who may seek modification. As to her fundamental fairness claim, “applying MCL 691.1686(3), it is the arbitrator’s determination regarding ‘whether a contract containing a valid agreement to arbitrate is enforceable.’” Lastly, it noted that while “plaintiff made a blanket assertion that violation of MRPC was contrary to the public policy and rendered the agreement void . . . she failed to correlate the particular rule to an invalidation of the arbitration provision.” In addition, she was a licensed “attorney, the arbitration provision was in all capital letters, and the document expressed that she had the opportunity to consult with counsel.”