Hitorq, LLC v. TCC Veterinary Servs.

Full title: HITORQ, LLC and Dr. Lisa Pasquarello, Petitioners, v. TCC Veterinary…

Court: Supreme Court of Utah

Case no: 20200704

Date published: Dec 16, 2021


Doctors Lisa Pasquarello, Tyler Stiens, and John Artz owned and operated a veterinary clinic in Park City. Together they formed a limited liability company for their clinic and adopted an operating agreement that contained an arbitration clause. After a few years, Dr. Pasquarello sought to sell her portion of the practice to Dr. Artz through an oral agreement. When the sale failed, she brought suit against Dr. Artz for various claims, including breach of contract and  breach of the covenant of good faith and fair dealing. She also sought dissolution of the practice. Based on its interpretation of the arbitration clause in the operating agreement, the district court compelled arbitration, concluding that the claims fell under the scope of the clause. Dr. Pasquarello appealed, arguing that the arbitration clause covers only disputes regarding the enforcement or interpretation of the operating agreement and that her claims concern only the oral contract and the statutory remedy of dissolution. The court of appeals affirmed the district court. Because each of Dr. Pasquarello’s claims relates to enforcement or interpretation of the operating agreement, we also affirm.



 Because each of Dr. Pasquarello’s claims falls within the arbitration clause, we affirm the court of appeals’ holding that the district court correctly compelled arbitration.

We also reject Drs. Artz and Stiens’s request for appellate costs and fees because we conclude that Dr. Pasquarello has raised valid concerns, and included legal support, regarding the legitimacy of the arbitration award.

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