What Does "Generally" Mean?

        Pristine Environments Inc. v. Signet Jewelers Limited et al., D071394 (4/1  10/13/17) (Nares, Benke, O'Rourke) (unpublished) involves an interesting wrinkle to the question:  who decides the issue of arbitrability?  Case law holds the issue of arbitrability is decided by the Court, absent clear and unmistakable evidence of the parties' intent to delegate that  "gateway issue" to the arbitrator.  And, the Commercial Rules of the American Arbitration Association delegate the decision about arbitrability to the arbitrator.  So, when those rules are incorporated by reference into the parties' agreement, the arbitrator gets to decide whether the dispute is arbitrable, right?  

        But not so fast.  Here, the agreement provided, "arbitration shall be generally conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association."  Generally?  What does that mean?  "The [trial] court determined that by using the word 'generally' to describe which AAA rules apply, the Agreement contained no clear and unmistakable evidence the parties intended to incorporate the AAA rule delegating arbitrability issues to arbitration."  And the Court of Appeal agreed with that determination.

        So Signet lost its argument that the arbitrator should have decided the gateway issue of arbitrability.  Nevertheless, Signet did well to appeal the trial court's decision that the matter was not arbitrable.  The trial court had determined that Pristine's fraudulent inducement claims were outside the scope of the agreement's arbitration provision covering claims "arising under" the agreement.  And now the other wrinkle:  Ohio law applied to the agreement.  And Under Ohio law, the Court of Appeal held, "arising under" encompasses fraud in the inducement.  As a result, the claim of fraudulent inducement could be arbitrated.

        Thus, the appellant Signet lost its argument that the arbitrator should have decided arbitrability, but won its argument that the dispute should be arbitrated, and so now it's on to the main event, arbitration of a multi-million dollar dispute in which Pristine alleges it was fraudulently induced by Signet to provide $15M worth of services for $10.5M.