ACCENTIA HEALTHCARE SERVICE, INC., and INSTAKARE ACCENTIA HEALTHCARE SYSTEM, INC., Plaintiffs-Respondents,
ANIL ABRAHAM and INTERNATIONAL RESOURCES AND ACQUISITION MANAGEMENT, INC., Defendants-Appellants.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Argued April 16, 2013
On appeal from the Superior Court of New Jersey, Law Division, Middlesex County, Docket No. L-4860-12.
Richard C. Yeskoo argued the cause for appellants (Yeskoo Hogan & Tamlyn, LLP, attorneys; Mr. Yeskoo, on the brief).
Kenneth B. Falk argued the cause for respondents (Falk & Associates, LLC, attorneys; Mr. Falk, on the brief).
Before Judges Ostrer and Mantineo.
Defendants, Anil Abraham and International Resources and Acquisition Management, Inc. (International Resources), appeal the September 20, 2012 order of the Law Division, compelling arbitration. We reject defendants' contentions and affirm.
We discern the following facts and procedural history from the record on appeal.
The dispute arises out of a business organization agreement (Agreement) entered on December 21, 2010 between plaintiffs Accentia Healthcare Service, Inc. (Accentia), a Florida corporation, Instakare Accentia Healthcare Solutions, Inc. (IAHS), a New Jersey corporation and defendants. The Agreement dealt with the marketing, certification, development, and sale of a medical billing and record keeping software named Instakare.
While agreeing that their business relations are to be governed by the Agreement, the parties have differing views on the interpretation of paragraph seven, titled "Disputes and Arbitration, " which states:
In case of any disputes arising out of this Business Agreement, or the management or operations of IAHS, both Parties may try and resolve it through mutual discussions. If the same has not resulted in a mutually acceptable outcome, both parties may resort to arbitration. Such arbitration shall be conducted in the State of New Jersey in the United States.
In the underlying dispute, plaintiffs claimed defendants breached the terms of the Agreement in not completing the development of Instakare within the designated time frame and for the cost established within the Agreement. Plaintiffs sought to resolve the dispute by way of arbitration. Defendants rejected plaintiffs' call for arbitration and, ...