Present: All the Justices 

BENJAMIN B. WEITZ 

v. Record No. 002073 OPINION BY JUSTICE CYNTHIA D. KINSER 

 June 8, 2001 

DONALD E. HUDSON 

FROM THE CIRCUIT COURT OF LOUDOUN COUNTY 

James H. Chamblin, Judge 

Pursuant to Code § 8.01-581.016, this case is an 

interlocutory appeal from an order denying an application 

to compel arbitration.1 Because we conclude that the 

specific controversy alleged in a motion for judgment is 

covered by an arbitration clause in a limited partnership 

agreement, we will reverse the judgment of the circuit 

court. 

FACTS AND MATERIAL PROCEEDINGS 

The appellee, Donald E. Hudson, and the appellant, 

Benjamin B. Weitz, were general partners in a limited 

partnership formed under the laws of the State of Maryland 

and known as Leesburg Manor Associates Limited Partnership 

(Leesburg Manor).2 Weitz also served as the managing 

 1

 In pertinent part, Code § 8.01-581.016 authorizes an 

appeal from “[an] order denying an application to compel 

arbitration made under § 8.01-581.02.” 

2

 Leesburg Manor originally had two other general 

partners. 
general partner.3 The limited partnership agreement, 

entered into in April 1972, contained two provisions that 

are at issue in this appeal. The first provision, 

paragraph 20, addresses the arbitration of disputes: 

 Any dispute or controversy arising under, 

out of, in connection with, or in relation to 

this Agreement, and any amendments or proposed 

amendments hereto, shall be determined and 

settled by arbitration in Baltimore, Maryland 

pursuant to the Rules of the American Arbitration 

Association then obtaining. Any award rendered 

therein shall be final and binding upon the 

parties hereto, and judgment may be entered 

thereon in any court of competent jurisdiction. 

The second relevant paragraph, number 16(b), 

establishes the order of distributing proceeds from the 

liquidation of Leesburg Manor’s assets. That paragraph 

provides that, after the payment of all debts and 

liabilities, such proceeds shall be applied 

 [t]o the setting up of any reserves which 

the General Partners or special liquidator may 

deem reasonably necessary for any contingent or 

unforeseen liabilities or obligations of the 

Partnership or of the General Partners arising 

out of or in connection with the Partnership or 

its liquidation. 

In February 1999, Leesburg Manor sold its principal 

asset, an apartment complex. A distribution of the 

 3

 Paragraph 9(i) of the partnership agreement states 

that “[t]he General Partners may . . . designate one 

General Partner as the Managing General Partner, who shall 

have and may exercise all of the powers of the General 

Partners, as if he were the sole General Partner.” 

2
proceeds from that sale indicated that Hudson was to 

receive the sum of $51,884. However, Weitz allegedly 

withheld Hudson’s share of the proceeds and placed the 

money in an “interest bearing escrow account,” telling 

Hudson that he had done so to assure “that [Hudson’s] 

indemnification liability to [Weitz and another general 

partner] will be met in small part.” 

Hudson then filed a motion for judgment against Weitz, 

alleging wrongful conversion and misappropriation of 

Hudson’s share of those sale proceeds. Hudson alleges that 

Weitz’s decision to escrow those funds has nothing to do 

with Leesburg Manor. Instead, he claims that Weitz acted 

in retaliation against Hudson because of Hudson’s 

cooperation with limited partners in other partnerships in 

which both Hudson and Weitz were general partners. 

Therefore, Hudson contends that Weitz illegally converted 

the funds. 

Pursuant to Code § 8.01-581.02(A), Weitz filed an 

application to compel arbitration.4 At a subsequent hearing 

_______________________ 

4

 Code § 8.01-581.02(A) provides that 

 [o]n application of a party showing an agreement 

described in § 8.01-581.01, and the opposing party’s 

refusal to arbitrate, the court shall order the 

parties to proceed with arbitration. However, if the 

opposing party denies the existence of the agreement 

3
on Weitz’s application, the court declined to receive any 

evidence, but heard argument of counsel. During that 

hearing, the court indicated that it would grant the 

application if Weitz agreed that he would not present any 

affirmative defenses to the arbitrator or explain why he 

escrowed the funds. The court stated: 

[I]f Mr. Weitz will agree for purposes of 

this suit that his sole defense is he was acting 

within his authority under the agreement . . . 

then I’ll send it to arbitration. 

But if he wants to argue other things[,] 

. . . about six or seven . . . affirmative 

defenses[,] . . . then the motion for arbitration 

is denied . . . . 

The court opined that Weitz’s assertion that he escrowed 

the funds because he was afraid that Hudson would move to 

Florida and leave Weitz solely responsible for the 

partnership’s liabilities has nothing to do with the 

partnership agreement.5

_______________________ 

to arbitrate, the court shall proceed summarily to the 

determination of the issue of the existence of an 

agreement and shall order arbitration only if found 

for the moving party. 

5

 Prior to the commencement of this action, both Hudson 

and Weitz, along with another general partner in Leesburg 

Manor and several other partnerships, were sued jointly and 

severally in Maryland. Hudson allegedly told Weitz that he 

was moving his permanent residence from West Virginia to 

Florida to insulate his personal and marital assets in the 

event that an adverse judgment should be entered against 

him in that case. Hudson allegedly stated that, under West 

Virginia law, spouses’ jointly held assets are subject to 

4
Weitz declined to limit his defense before the 

arbitrator. Accordingly, the court entered an order 

denying his application to compel arbitration. Weitz 

appeals from that order. 

ANALYSIS 

The dispositive question on appeal is whether the 

specific controversy alleged in Hudson’s motion for 

judgment is subject to arbitration under paragraph 20 of 

the partnership agreement.6 Hudson answers this question in 

the negative because he claims that this case is just about 

the conversion or misappropriation of funds and that the 

arbitration clause does not encompass intentional torts. 

According to Hudson, the dispute is not between two general 

partners. Instead, Hudson asserts that the controversy is 

between two individuals who were general partners in 

several partnerships, and involves an act of revenge or 

“self-help personal financial protection” by Weitz. 

_______________________ 

the claims of either spouse’s judgment creditors, whereas 

under Florida law, they are not. Hudson allegedly did move 

his legal residence to Florida. 

6

 After Weitz filed his notice of appeal to this Court, 

Hudson moved for leave to amend his motion for judgment. 

Although the circuit court granted that motion, the 

allegations with regard to additional sums of money 

withheld by Weitz were not before the court when it denied 

the application to compel arbitration. Consequently, we 

will not consider Hudson’s allegations in his amended 

motion for judgment in the disposition of this appeal. 

5
Finally, Hudson argues that there is no provision of the 

partnership agreement to which the parties must refer in 

order to resolve the dispute alleged in the motion for 

judgment. We do not agree with Hudson’s arguments. 

As we have said previously, a party cannot be 

compelled to arbitrate a question that is not arbitrable 

under the agreement between the parties. Doyle & Russell, 

Inc. v. Roanoke Hosp., Assoc., 213 Va. 489, 494, 193 S.E.2d 

662, 666 (1973). “[T]he extent of the duty to arbitrate, 

just as the initial duty to arbitrate at all, arises from 

contractual undertakings.” Id. Thus, we begin our 

analysis of the question before us by considering the 

language of the parties’ contract, specifically paragraph 

20 of the partnership agreement. 

 According to the terms of that paragraph, the parties 

agreed to arbitrate “[a]ny dispute or controversy” that 

arises either “under, out of, in connection with” or “in 

relation to” the partnership agreement. This Court has 

described language that is strikingly similar to, and 

perhaps even less expansive than, the terms of paragraph 20 

as “very broad in its coverage.” Waterfront Marine 

Constr., Inc. v. North End 49ers Sandbridge Bulkhead Groups 

A, B and C, 251 Va. 417, 426, 468 S.E.2d 894, 899 

(1996) (citing McMullin v. Union Land & Mgmt. Co., 242 Va. 

6
337, 341, 410 S.E.2d 636, 639 (1991)). In McMullin, the 

contract language required arbitration of “[a]ny claim or 

controversy arising out of or relating to” the parties’ 

agreement. 242 Va. at 340, 410 S.E.2d at 638. In 

discussing the arbitration clause in McMullin, we stated 

that “ ‘[b]road language of this nature covers contractgenerated or contract-related disputes between the parties 

however labeled.’ ” 242 Va. at 341, 410 S.E.2d at 639 

(quoting Maldonado v. PPG Indus., Inc., 514 F.2d 614, 616 

n.6 (1st Cir. 1975)). We further recognized that “ ‘[a]n 

arbitration clause covering claims “relating to” a contract 

is broader than a clause covering claims “arising out of” a 

contract.’ ” 242 Va. at 341, 410 S.E.2d at 639 (quoting 

International Talent Group, Inc. v. Copyright Management, 

Inc., 629 F. Supp. 587, 592 (S.D.N.Y. 1986)). 

 Based on our prior cases and the terms employed in 

paragraph 20, we conclude that the specific controversy 

alleged in the motion for judgment is a dispute “in 

relation to” the partnership agreement. Hudson alleges 

that Weitz converted funds belonging to Hudson, but Weitz 

asserts that he had a right, as the managing general 

partner, to escrow those funds from the sale of Leesburg 

Manor’s asset. Weitz relies on paragraph 16(b) as the 

source of his authority. That provision authorizes a 

7
reserve fund to be set up “for any contingent or unforeseen 

liabilities or obligations of the Partnership or of the 

General Partners arising out of or in connection with the 

Partnership or its liquidation.” Thus, to resolve the 

controversy, paragraph 16(b) will need to be construed or 

applied to determine whether Weitz converted the funds at 

issue or properly escrowed them. See McMullin, 242 Va. at 

342, 410 S.E.2d at 639 (because parties had to refer to 

agreement to resolve controversy, dispute was one “relating 

to” agreement). 

CONCLUSION 

For these reasons, we conclude that the circuit court 

erred in denying Weitz’s application to compel arbitration. 

Accordingly, we will reverse the judgment of the circuit 

court and remand for further proceedings consistent with 

this opinion and in accordance with the Uniform Arbitration 

Act, Code §§ 8.01-581.01 through –581.016.7 On remand, the 

circuit court must determine whether any new issues raised 

in the amended motion for judgment are subject to 

arbitration, and if not, whether they are severable or 

subject to the stay. See Code § 8.01-581.01 through –

581.016. 

 7

 In light of our decision, we do not reach Weitz’s 

remaining assignment of error. 

8
Reversed and remanded. 

9