Bass, Berry & Sims attorney Chris Lazarini analyzed the decision in Marjorie R. Brown Trust vs. Morgan Stanley Smith Barney, LLC in which the court affirms a legal successor to a party to an arbitration agreement is entitled to enforce the provisions of the arbitration agreement. Chris provided the analysis for Securities Litigation Commentator (SLC). The full text of the analysis is below and used with permission from the publication. If you would like to receive additional content from the SLC, please visit the SLC website to sign up for the newsletter.
Marjorie R. Brown Trust vs. Morgan Stanley Smith Barney, LLC No. 317993 (Mich. App., 2/5/15)
A legal successor to a party to an arbitration agreement is entitled to enforce the provisions of the arbitration agreement.
In 1982, Plaintiff opened an account with the Smith Barney Shearson firm. The account was converted to a trust account in 1997 and a new advisor was assigned to it in 2004. Throughout this time, the account primarily held a single corporate stock. The investment objectives for the account are described as "conservative – safe appreciation of the account's value and safe maintenance of the modest income" being produced by the stock. In early 2007, the advisor recommended that Plaintiff sell her corporate stock and invest in a "capital fund." Subsequently, Plaintiff suffered large losses during the financial crisis.
In 2011, Plaintiff filed this state court action, alleging fraud and breach of fiduciary duty. Defendants moved for summary disposition, relying on the arbitration agreement found in the original 1982 account agreement and a one-page printout from FINRA's website showing broker-dealers affiliated with the name Smith Barney. The trial court granted the motion, and Plaintiff appealed. The appellate Court found the record inconclusive and remanded the matter with instructions to further develop the record demonstrating the successor relationship (see SLA 2013-11). Defendants then provided the trial court with an affidavit that "exhaustively detailed defendants' corporate history, which eventually leads back to Smith Barney Shearson." Based on this, the trial court granted Defendants' motion for the second time. Plaintiff appealed again.
In the second appeal, Plaintiffs sole argument against arbitration was based on a dictionary definition of "successor corporation" that characterized a legal successor to a formerly existing corporation as the "immediate successor" Thus, Plaintiff argued, Defendants were not valid successors to Smith Barney Shearson and, therefore, could not rely on the arbitration agreement. The Court finds Plaintiff's dictionary-based argument illogical and without legal support. It is a fundamental principle of corporate law that the rights and obligations of corporate entities can be passed on to successor entities through mergers and other changes to the corporate form. In the absence of any other argument against arbitration, the Court also finds that the arbitration agreement is valid and affirms the trial court's dismissal
(Had Defendants taken any of the multiple opportunities presented them to update the account paperwork, they might have avoided the time and expense of spending four years in the judicial system with two trips to the court of appeals to resolve the forum issue.)