NOT FOR PUBLICATION

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF NEW JERSEY

____________________________________

:

GLEN W. WEST, SR., :

:

Plaintiff, : Civil Action No. 11-819 (JAP)

v. :

: OPINION

GENERAL MOTORS LLC, :

:

Defendant. :

___________________________________ :

PISANO, District Judge.

Before the Court is a motion to compel arbitration filed by Defendant General Motors 

LLC (“GM”). Plaintiff Glen W. West, Sr. opposes the motion. For the following reasons, the 

Court will grant the motion.

I. PROCEDURAL HISTORY

On February 14, 2011, Plaintiff filed a Verified Complaint (“Complaint”) against GM in 

the Superior Court of New Jersey, Chancery Division, Mercer County together with an Order to 

Show Cause seeking temporary restraints. The Complaint requested the issuance of a 

preliminary and permanent injunction to prevent GM from selling or otherwise disposing of the 

car dealership, Superior Chevrolet, Inc. (the “Dealership”), located at 200 Renaissance 

Boulevard in Lawrenceville, New Jersey. GM timely removed the action to this Court based on 

diversity of citizenship. On February 17, 2011, GM filed its motion to compel arbitration or, in 

the alternative, stay the action. On February 18, 2011, the Court held oral argument on the 

motion seeking temporary restraints and entered an order on February 25 prohibiting GM from 

selling or otherwise disposing of the car dealership. 

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II. FACTUAL BACKGROUND

According to his Complaint, Plaintiff was a shareholder and franchisee of GM and the 

Operator, President, and Director of the Dealership until February 8, 2011. On that day, West 

was stripped of his stock, removed as President, Director, and Operator of the Dealership, and 

forced from the premises of the Dealership. The divestment and removal followed allegations by 

GM that Plaintiff had engaged in self-dealing and failed to maintain books and records according 

to approved procedures. In his Complaint, however, Plaintiff claims that such allegations were a 

pretext to assume his interest in the Dealership and that GM inaccurately valued his stock during 

the divestment and improperly removed Plaintiff from the premises of the Dealership. Plaintiff 

seeks his reinstatement as the President and Director of the Dealership, in which GM is the 

majority shareholder and investor.

During the course of their business relationship, the parties entered numerous agreements 

that defined the terms of their relationship and set forth means by which disputes must be 

resolved. On December 17, 2008, Plaintiff and GM entered into their first Stockholders 

Agreement in which the parties agreed to certain investment obligations with respect to the 

Dealership. See Def. Mot. to Compel (Docket Entry no. 8), Exh. B. Contemporaneously, the 

parties entered into an Arbitration Agreement dated December 17, 2008 in which they agreed to 

binding arbitration of all disputes arising from the parties’ investment in the Dealership. See

Def. Mot. to Compel (Docket Entry no. 8), Exh. C (hereinafter “Arb. Agrmt.”). On January 28, 

2010, the parties entered into a new Stockholders Agreement based on a reorganization of the 

parties’ stock. See Def. Mot. to Compel (Docket Entry no. 8), Exh. D (hereinafter “2010 

Stockholders Agreement”). Finally, on November 1, 2010, a Dealer Sales and Service 

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Agreement (“DSSA”) became effective, defining the relationship between GM and the 

Dealership, of which Plaintiff was the Operator. See Pl. Opp’n (Docket Entry no. 17), Exh. A.

III. DISCUSSION

The parties contest under which agreement the dispute between them arises. GM asserts 

that the Arbitration Agreement applies to Plaintiff’s claims and that the case should be dismissed 

and sent to arbitration accordingly. Plaintiff, on the other hand, contends that his claims do not 

fall within the scope of the Arbitration Agreement; rather, they are governed by the DSSA and 

the 2010 Stockholders Agreement. The Court agrees with GM for the following reasons.

The Federal Arbitration Act (“FAA”) governs agreements to arbitrate. Section 2 of the 

FAA provides that a written arbitration agreement “shall be valid, irrevocable, and enforceable, 

save upon such grounds as exist at law or in equity for the revocation of any contract.” 9 U.S.C. 

§ 2. The FAA aims “to reverse the longstanding judicial hostility to arbitration agreements that 

had existed at English common law and had been adopted by American courts, and to place 

arbitration agreements upon the same footing as other contracts.” Gay v. CreditInform, 511 F.3d 

369, 378 (3d Cir. 2007) (quoting Gilmer v. Interstate/Johnson Lane Corp., 500 U.S. 20, 24 

(1991)). The FAA evinces a “federal policy favoring arbitration.” Johnson v. W. Suburban 

Bank, 225 F.3d 366, 371 (3d Cir. 2000). Due to the strong presumption in favor of arbitration, a 

court must construe all doubts in favor of arbitration. Great W. Mortgage Corp. v. Peacock, 110 

F.3d 222, 228 (3d Cir. 1997). To enforce an arbitration agreement under section 2 of the FAA, 

the Court must decide only “whether there was an agreement to arbitrate, and if so, whether the 

agreement is valid.” Id.

As a threshold matter, the Court finds that there was an agreement to arbitrate between 

Plaintiff and Defendant and that the agreement is subject to the FAA. Indeed, neither party 

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contends otherwise. Rather, GM submits that Plaintiff’s claims asserted in this action implicate 

the Arbitration Agreement and Plaintiff contends that, despite its existence, his claims fall 

outside the scope of the Arbitration Agreement. Thus, the Court must determine whether 

Plaintiff’s claims fall within the scope of the Arbitration Agreement.

As set forth in the Arbitration Agreement, the parties agreed to arbitrate:

any and all claims, demands, causes of actions, disputes or controversies against 

any other Party . . . which any Party had prior to executing this Arbitration 

Agreement, now has or may ever have, arising from or related to Operator’s 

investment or attempt to invest in the Dealer Company, the financial performance 

of the Dealer Company, the business decisions or practices of GM, Operator, 

and/or Dealer Company . . . .

Arb. Agrmt. ¶1. Plaintiff’s divestment and removal as Operator, Director, and President clearly 

arose from his “investment or attempt to invest in the Dealer Company, the financial 

performance of the Dealer Company, the business decisions or practices of GM, Operator, and/or 

Dealer Company.” GM’s decision to purchase Plaintiff’s stock, as contemplated in the 2010 

Stockholders Agreement, see 2010 Stockholders Agreement, Art. III, and its decision to remove 

Plaintiff from the Dealership were business decisions by GM, arising from its and Plaintiff’s 

investments in the Dealership, and based on the business practices of Plaintiff. See Letter dated 

February 8, 2011, Compl., Exh. E. Indeed, in its letter to Plaintiff, dated February 8, 2011, GM 

explained its reasoning behind Plaintiff’s divestment, citing:

numerous examples of self-dealing and failure to maintain books and records, . . .

such as, but not limited to, undocumented and questionable travel and 

entertainment expenses, co-mingling and misappropriation of funds . . . , and 

undocumented and questionable payments . . . to reduce outstanding balances on 

three credit cards that were not in the name of the Dealer Company.

Id. Such actions constituted business practices by Plaintiff, and GM’s exercising of its option to 

buy his stock was also a business decision. Furthermore, Plaintiff’s present claims regarding 

these actions, for which he seeks the reinstatement of his investment in the Dealership, obviously 

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arise from his investment in the Dealership. Accordingly, the dispute is governed by the 

Arbitration Agreement and must be submitted to arbitration according to the Arbitration 

Agreement.

Plaintiff contends that his claims instead fall under the scope of the DSSA or the 2010 

Stockholders Agreement. He argues that because neither of those two agreements incorporate or 

otherwise reference the Arbitration Agreement, then the Arbitration Agreement does not apply to 

disputes arising under those agreements. Regardless of any references to the Arbitration 

Agreement in those agreements, however, the language of the Arbitration Agreement itself could 

not be any clearer: the parties agreed to arbitrate any claim arising from or related to “any other 

agreement entered into by, between and/or among the Operator, the Dealer Company, and/or 

GM, including any GM Dealer Sales & Service Agreements whether executed before or after 

this Arbitration Agreement . . . .” Arb. Agrmt. ¶1. Thus, the Arbitration Agreement applies to 

disputes arising under “other agreements,” which here include the 2010 Stockholders Agreement 

and the DSSA. Accordingly, if, as Plaintiff contends, the present dispute arises under those 

agreements, then the Arbitration Agreement applies to the dispute as well and Plaintiff’s claims

must be submitted to arbitration.

IV. CONCLUSION

The Court concludes that the Arbitration Agreement applies to all of Plaintiff’s claims. 

Accordingly, GM’s motion to compel arbitration will be granted and Plaintiff’s Complaint will 

be dismissed. An appropriate order shall issue.

/s/ JOEL A. PISANO 

United States District Judge

Dated: June 7, 2011 

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