Grandis Family Partnership, Ltd. v. Hess Corp.

Hess Corporation (Hess) (defendant) operates retail gas stations in Florida. In May 2007, Hess began negotiating with Advanced Power Technologies (APT) (plaintiff) for APT to replace the lighting and ballasts at Hess’ gas stations. An agreement was formalized in writing on July 2, 2007 (Agreement). The Agreement included a number of appendices, schedules, and a list of documents incorporated into the Agreement by reference. The parties’ relationship eventually broke down and APT brought suit against Hess. Hess brought a motion arguing that the Agreement required any dispute between the parties to be resolved by arbitration. Although the Agreement itself did not have an arbitration clause, Hess noted that it had previously sent thirty-two of Hess’ standard Purchase Orders to APT. The standard Purchase Order incorporated an arbitration clause found on Hess’ website. According to Hess, Schedule C of the Agreement referenced “purchase orders,” and thereby incorporated the terms of Hess’ standard Purchase Order, which included the arbitration clause. At the evidentiary hearing, Hess produced an agenda for a May 2007 meeting, which indicated that Hess provided APT with a sample Purchase Order at that time. Hess also testified that it had sent APT the same Purchase Order form when it ordered ballasts from APT in 2007. Thus, Hess argued, it should have been clear to APT that Schedule C’s references to “purchase orders” referred to Hess’ standard Purchase Order.