## Facts

- Two law firms merged to form K & L Gates, LLP, and required incoming partners from one predecessor firm to sign a supplement to the partnership agreement.
- Robert Ted Parker, a former partner of the predecessor firm, signed the supplement to become a partner at K & L Gates.
- The supplement stated that the signing partner agreed to be bound by the partnership agreement “as amended.”
- Before Parker signed, the partnership agreement had been amended to include (1) an arbitration clause for disputes arising under the agreement and (2) a forum-selection provision designating Washington, D.C., as the site of arbitration.
- After a dispute about Parker’s relationship with the firm, Parker stopped working at the firm and sued the firm, two partners, and others in California state court, asserting claims including breach of contract, breach of fiduciary duty, wrongful termination, and age discrimination.
- Relying on the arbitration and forum-selection provisions, the firm filed an action in the Superior Court of the District of Columbia to compel arbitration.
- The Superior Court ordered the parties to arbitrate; it also denied Parker’s motion to alter or amend the judgment under Super. Ct. Civ. R. 59(e).
- Parker appealed; the California proceedings were represented to have been stayed pending resolution of the appeal.

## Issues

1. Whether the appeal was timely in light of Parker’s Rule 59(e) motion.
2. Whether an order compelling arbitration was a final, appealable order.
3. Whether Parker assented to the arbitration and forum-selection provisions by signing a supplement binding him to the partnership agreement “as amended.”
4. Whether the arbitration and forum-selection provisions were unenforceable because enforcement would be unreasonable or unjust, or because the provisions were otherwise invalid.

## Decision

- The court held the appeal was timely because the Rule 59(e) motion tolled the time to appeal.
- The court held the order compelling arbitration was final and appealable because it ended the court’s role other than directing arbitration.
- The court held Parker was bound by the arbitration and forum-selection provisions because they were part of the partnership agreement as amended before he signed the supplement.
- The court rejected Parker’s challenges to enforcement and affirmed the order compelling arbitration and the denial of the Rule 59(e) motion.

## Legal Principles

- A timely post-judgment motion to alter or amend can toll the time to file a notice of appeal.
- An order compelling arbitration may be treated as final and appealable when it leaves nothing further for the trial court to adjudicate beyond directing the parties to arbitrate.
- Under objective contract principles, a party who signs an agreement binding the party to a contract “as amended” is bound by amendments in place at the time of signing.
- Arbitration clauses and forum-selection provisions are presumptively enforceable; the resisting party must make a strong showing that enforcement would be unreasonable or unjust, or that the provision is invalid due to fraud or overreaching.

## Conclusion

The court affirmed an order compelling arbitration in Washington, D.C., holding that a partner who signed a supplement binding him to a partnership agreement “as amended” assented to preexisting arbitration and forum-selection amendments and failed to show grounds to invalidate or avoid enforcement of those provisions.


Parker v. K & L Gates, LLP, 76 A.3d 859 (D.C. 2013)