## Facts

- Fess Parker and Arcola Pictures Corp. entered a 1964 joint venture with Twentieth Century-Fox Film Corp. to produce and exploit the *Daniel Boone* television series under “The American Tradition Company.”
- Under the agreement, Fox financed production and provided facilities and personnel; Parker/Arcola supplied key production services and personnel.
- Net profits were allocated Parker 40%, Arcola 26 2/3%, and Fox 33 1/3%, with Fox responsible for issuing periodic profit statements and paying distributions within specified time limits while the series remained in syndication.
- The contract required profit statements in reasonable detail and provided that statements became final unless, within two years, a controversy regarding a statement was submitted to an independent firm of certified public accountants.
- Paragraph THIRD of Exhibit A provided that any controversy regarding an accounting statement could be submitted to independent accountants, whose determination would be “final and conclusive.”
- Parker and Arcola sued Fox on multiple causes of action stemming from alleged underpayment and misaccounting of profits, including claims beyond mere computational errors.
- Fox petitioned to compel arbitration and stay the lawsuit, arguing the accountant-determination clause constituted an arbitration agreement; the trial court denied the petition.

## Issues

1. Whether the contract clause submitting accounting controversies to independent certified public accountants for a “final and conclusive” determination constituted an enforceable arbitration agreement under California law requiring the court to compel arbitration.
2. Whether, even if enforceable, the clause extended beyond narrow profit-computation disputes to cover the broader contract and tort claims pleaded.

## Decision

- The Court of Appeal affirmed the order denying Fox’s petition to compel arbitration.
- The accountant-determination clause was not an arbitration agreement under the California Arbitration Act.
- The clause functioned as a limited expert-determination mechanism tied to profit statement computations, not a forum for resolving the broader legal disputes alleged.

## Legal Principles

- Arbitration is a matter of contract; a party cannot be compelled to arbitrate disputes absent a clear written agreement to do so.
- A clause requiring submission of technical or accounting questions to an independent expert, even if the result is “final and conclusive,” may constitute expert determination rather than statutory arbitration.
- Whether a clause is an arbitration agreement turns on contractual intent and whether the clause contemplates quasi-judicial dispute resolution (e.g., broad dispute submission and adjudicatory procedures) rather than a limited technical computation.
- Courts may favor arbitration as a policy matter, but that policy does not permit expanding a narrow expert-determination clause into a broad arbitration mandate.

## Conclusion

The court held that the joint venture’s accountant-determination provision did not evidence an agreement to arbitrate and, in any event, was limited to discrete profit-computation disputes, so Fox was not entitled to compel arbitration of Parker and Arcola’s broader claims.


Parker v. Twentieth Century-Fox Film Corp., 118 Cal. App. 3d 895, 173 Cal. Rptr. 639 (Cal. Ct. App. 1981)