UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

CASE NO. 2:20-CV-14138-ROSENBERG/MAYNARD 

NORA M. LOVE, as Personal Representative of 

the Estate of Daniel F. Moriarty and the 

Estate of Janet A. Moriary, 

Plaintiff, 

v. 

BRUNT, SWEENEY, MATZ, P.A., CPA’S 

and JOHN H. BRUNT, 

Defendants. 

 / 

ORDER GRANTING IN PART AND DENYING IN PART 

PLAINTIFF’S MOTION TO COMPEL ARBITRATION AND STAYING CASE 

THIS CAUSE comes before the Court on Plaintiff’s Motion to Stay Case and Compel 

Arbitration of All Claims. DE 20. The Court has carefully considered the Motion, Defendants’ 

Response thereto [DE 22], Plaintiff’s Reply [DE 23], and the record, and is otherwise fully 

advised in the premises. 

Plaintiff Nora A. Love (“Plaintiff”) filed this action in her capacity as the Personal 

Representative of the Estates of Daniel F. Moriarty and Janet A. Moriarty (“Decedents”). In the 

Amended Complaint, Plaintiff raises claims against Defendant Brunt, Sweeney, Matz, P.A., 

CPA’s (“Defendant Accounting Firm”) of breach of fiduciary duty, unjust enrichment, and 

negligent supervision and seeks a declaratory judgment and an accounting related to Defendant 

Accounting Firm’s alleged mishandling of Decedents’ assets (Counts III, V, VI, VIII, and IX). 

DE 17. Plaintiff raises claims against Defendant John H. Brunt (“Defendant Brunt”) of breach of 

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fiduciary duty and unjust enrichment and also seeks a declaratory judgment and an accounting 

(Counts II, IV, VI, and VII). Id.

Plaintiff now seeks to compel arbitration of all claims, explaining that she obtained a 

copy of a relevant contract containing an arbitration provision only after she initiated this 

litigation (Count I). Id. at 18-19. That contract is an agreement (“the Agreement”) that 

Decedents signed in February 2011 for the preparation of their “2010 federal and any State 

individual income tax returns,” although the Agreement was “an ongoing agreement for years 

subsequent to 2010 unless terminated.” See DE 17-1. The Agreement contains the heading 

“Brunt & Company, P.A. CPAs” with Defendant Accounting Firm’s address and telephone 

number. Id. at 1. In addition to Decedents’ signatures, the Agreement contains the following 

signature: 

Id. at 3. The Agreement has an arbitration provision: 

If any dispute arises among the parties, they agree to try first in good faith to 

settle the dispute by mediation administered by the American Arbitration 

Association (AAA) under its Rules for Professional Accounting and Related 

Services Disputes. All unresolved disputes shall then be decided by final and 

binding arbitration in accordance with the Rules for Professional Accounting and 

Related Services Disputes of the AAA. Fees charged by any mediators, 

arbitrators, or the AAA shall be shared equally by all parties. IN AGREEING TO 

ARBITRATION, WE BOTH ACKNOWLEDGE THAT IN THE EVENT OF A 

DISPUTE EACH OF US IS GIVING UP THE RIGHT TO HAVE THE 

DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY 

AND INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR 

RESOLUTION. 

Id. at 2-3. 

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 The parties agree that Florida law governs the Agreement. See DE 20 at 8-9; DE 22 at 7. 

Although the instant claims do not relate to the preparation of Decedents’ income tax returns, the 

parties further agree that the claims against Defendant Accounting Firm must be submitted to 

arbitration because the arbitration provision broadly covers “any dispute [that] arises among the 

parties.” DE 20; DE 22 at 2; see DE 17-1 at 2. The parties dispute, however, whether claims 

brought against Defendant Brunt in an individual capacity are also subject to arbitration. 

Defendants make several arguments to support their assertion that claims against Defendant 

Brunt in an individual capacity are not subject to arbitration. The Court need only reach 

Defendants’ first argument: that Defendant Brunt was not a party to the Agreement in his 

individual capacity. 

 When determining whether to compel arbitration, a court’s first inquiry is whether the 

parties agreed to arbitrate the dispute. Klay v. All Defendants, 389 F.3d 1191, 1200 (11th Cir. 

2004). Although arbitration is strongly favored, “arbitration is a matter of contract” and may be 

compelled only for “disputes that the parties have agreed to arbitrate.” Id. “In the absence of an 

agreement to arbitrate, a court cannot compel the parties to settle their dispute in an arbitral 

forum.” Id. The party seeking to compel arbitration has the initial burden to establish that an 

arbitration agreement exists between the parties. Compere v. Nusret Miami, LLC, 396 F. Supp. 

3d 1194, 1199 (S.D. Fla. 2019). 

Neither party provides the Court with any legal authority or legal analysis to resolve the 

issue of whether Defendant Brunt was a party to the Agreement in his individual capacity. 

Plaintiff states simply that Defendant Brunt “signed the agreement as ‘John H. Brunt, CPA,’ and 

also for his CPA firm, ‘Brunt and Company, P.A. CPA’S.’ He did not sign it as ‘president’ or 

‘manager’ of the entity, or with such other designation which would indicate that he was signing 

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the Agreement solely in a representative capacity.” DE 20 at 8; see also DE 23 at 1, 3. 

Defendants in turn simply state that “the Agreement was between ‘Brunt & Company, P.A. 

CPAs’ and Daniel and Janet Moriarty and was for the purpose of preparing their ‘federal and 

State individual tax returns.’ . . . [Defendant Brunt] is a non-signatory, in his individual capacity, 

to the Agreement.” DE 22 at 8. 

A corporate officer generally may not be held individually liable on a contract unless the 

officer signed it in an individual capacity. Ryan v. Wren, 413 So. 2d 1223, 1224 (Fla. 1982). 

Whether a corporate officer signed a contract in an individual or a corporate capacity is 

determined by examining the content of the contract as a whole. MacKendree & Co., P.A. v. 

Pedro Gallinar & Assocs., P.A., 979 So. 2d 973, 976 (Fla. 3d Dist. Ct. App. 2008) (“We review 

the two agreements as a whole to determine whether the parties intended to bind their principal 

businesses alone, or also the signing agents in their individual capacities.”). 

Whenever upon the face of an agreement a party contracting plainly appears to be 

acting as the agent of another, the stipulations of the contract are to be considered 

as operating solely to bind the principal, unless it manifestly appears by the terms 

of the instrument that the agent intended to superadd or substitute his own 

responsibility for that of his principal. 

Falsten Realty Co. v. Kirksey, 137 So. 267, 270 (Fla. 1931). 

Here, the parties do not dispute that Defendant Brunt signed the Agreement as an agent of 

Defendant Accounting Firm. Plaintiff argues that Defendant Brunt also signed the Agreement in 

his individual capacity. The only part of the Agreement that Plaintiff points to in support of this 

argument is the fact that “John H. Brunt, CPA” in the signature space is not followed by words 

such as “manager,” “president,” “CEO,” or the like. See DE 20 at 8; DE 23 at 1, 3. “The 

absence of a corporate title is not dispositive of whether the parties intended personal liability, 

since the document as a whole and the context in which it was signed must be examined.” 

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PB Legacy, Inc. v. Am. Mariculture, Inc., No. 2:17-cv-9-FtM-29NPM, 2020 WL 377048, *4 

(M.D. Fla. Jan. 23, 2020). Viewing the Agreement as a whole, the Court sees no indication of an 

intent for Defendant Brunt to be bound in an individual capacity. Although the Agreement does 

contain language such as “We appreciate the opportunity to work with you,” and “We will 

prepare your 2010 federal and any State individual income tax returns,” the Court sees no 

indication that the “we” included Defendant Brunt in an individual capacity, as opposed to 

generally referring to Defendant Accounting Firm and its employees as they served their clients. 

See DE 17-1 at 1 (emphasis added). Plaintiff has not satisfied her burden to show that an 

agreement to arbitrate existed between Decedents and Defendant Brunt in his individual 

capacity. See Compere, 396 F. Supp. 3d at 1199. 

Plaintiff has not made any argument that Defendant Brunt can be compelled to arbitrate if 

he is not a signatory to the Agreement in his individual capacity. The Court therefore need not 

delve into the circumstances under which claims against a non-signatory to an arbitration 

provision must nevertheless be arbitrated. The Court concludes that claims against Defendant 

Brunt in his individual capacity are not subject to arbitration. 

Defendants’ arguments as to the merits of Plaintiff’s claims against Defendant 

Accounting Firm, and as to Defendant Accounting Firm’s defenses such as timeliness, are 

appropriately raised at arbitration. Therefore, the Court declines to reach the issues raised in 

Defendants’ Motion to Dismiss at this time and denies the Motion without prejudice. See DE 21. 

Defendant Brunt may re-file a Motion to Dismiss after the conclusion of arbitration. The parties 

agree that, while arbitration between Plaintiff and Defendant Accounting Firm is pending, it is 

appropriate for the Court to stay this case as to the claims against Defendant Brunt in his 

individual capacity. DE 20 at 10; DE 22 at 16. 

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For the foregoing reasons, it is ORDERED AND ADJUDGED that: 

1. Plaintiff’s Motion to Stay Case and Compel Arbitration of All Claims [DE 20] is 

GRANTED IN PART AND DENIED IN PART. The Motion is granted insofar as Plaintiff’s 

claims against Defendant Brunt, Sweeney, Matz, P.A., CPA’s are submitted to arbitration. The 

Motion is denied to the extent that Plaintiff seeks to compel the arbitration of claims against 

Defendant John H. Brunt in his individual capacity. 

2. This case is STAYED pending arbitration. 

3. Defendants’ Motion to Dismiss [21] is DENIED WITHOUT PREJUDICE. 

4. The Clerk of Court is directed to CLOSE THIS CASE FOR STATISTICAL 

PURPOSES. All hearings are CANCELLED, and all deadlines are TERMINATED. 

DONE AND ORDERED in Chambers, West Palm Beach, Florida, this 13th day of July, 

2020. 

 _______________________________ 

Copies furnished to: ROBIN L. ROSENBERG 

Counsel of record UNITED STATES DISTRICT JUDGE

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