## Facts

- U.S. West Marketing Resources Group, Inc. contracted with the Center for Creative Leadership (CCL) to provide leadership-training services for U.S. West and its employees.
- The service agreement contained an arbitration clause requiring arbitration of “any claim” under any legal theory, including disputes between one contracting party and the other party’s employees, and specified that the Federal Arbitration Act governed arbitrability.
- Daniel J. Parker, a U.S. West employee, attended a leadership workshop conducted by CCL and suffered injuries.
- Parker sued CCL in Colorado state court for negligence, breach of contract, negligent misrepresentation, and intentional misrepresentation.
- Parker’s complaint alleged he was a third-party beneficiary of the service agreement.
- CCL moved to compel arbitration under the service agreement; the trial court denied the motion because Parker did not sign the agreement.

## Issues

1. Whether a nonsignatory employee who alleges third-party beneficiary status may be compelled to arbitrate under an arbitration clause that expressly includes disputes with the contracting parties’ employees.
2. Whether Parker’s tort, contract, and misrepresentation claims fall within the arbitration clause’s “any claim” language.
3. Whether the court decides the threshold question of arbitrability.

## Decision

- The Colorado Court of Appeals reversed the denial of CCL’s motion to compel arbitration and remanded with directions to require arbitration.
- The court held that arbitrability is for the court to decide, but that a nonsignatory may be bound where the contract shows intent to include that person within the arbitration agreement.
- The court concluded the parties intended the clause to cover disputes involving employees, and Parker’s claims were within the clause’s broad scope.

## Legal Principles

- Arbitrability is a threshold question for judicial determination.
- The right to compel arbitration arises from contract; nonsignatories generally cannot be compelled absent a contractual basis.
- A third-party beneficiary may be bound by an arbitration clause when the contract demonstrates the signatories intended to include the beneficiary within the arbitration obligation.
- A plaintiff who asserts rights as a third-party beneficiary may be required to accept contract terms that condition or limit those rights, including arbitration.
- Broad clauses covering “any claim” under tort, contract, fraud, or misrepresentation language generally encompass related causes of action arising from the covered relationship, especially where the clause expressly includes disputes with employees.
- Where the contract selects the Federal Arbitration Act to govern arbitrability, the arbitration clause is enforced according to its terms.

## Conclusion

The court required arbitration because the service agreement expressly extended arbitration to disputes involving the contracting parties’ employees, Parker sued while claiming third-party beneficiary status under that agreement, and his pleaded claims fell within the clause’s broad coverage.


Parker v. Ctr. for Creative Leadership, 15 P.3d 297 (Colo. App. 2000)