DK Joint Venture 1 v. Weyand

Before DAVIS, WIENER, and DENNIS, Circuit Judges.

This is an appeal from a district court’s order confirming an arbitration award. The plaintiffs-appellees are six business entities which claim to have been defrauded by the defendant-appellants, Richard Weyand and Peter Thiessen. Weyand and Thiessen were respectively the chief executive officer (CEO) and chief financial officer (CFO) of several corporations, which are hereinafter referred to as the defendant corporations. The plaintiffs and the defendant corporations entered into certain contracts which contained arbitration agreements. The plaintiffs initiated arbitration proceedings against the defendant corporations and also against Weyand and Thiessen asindividuals. Weyand and Thiessen protested that they had not agreed to arbitrate anything. Nevertheless, an arbitration panel rendered an award of damages and attorneys’ fees against, inter alia, Weyand and Thiessen. The plaintiffs then filed a motion for confirmation of the arbitration award in federal district court. Weyand and Thiessen argued that the arbitration panel had exceeded its jurisdiction by rendering an award against them, because they had never consented to arbitration. However, the district court issued an order confirming the arbitration award. We reverse the district court’s order because under ordinary principles of contract and agency law, Weyand and Thiessen were not personally bound by the arbitration agreements that their corporations entered into, and therefore the arbitration panel lacked jurisdiction to render an award against them.