Molecular Analytical Systems v. Ciphergen Biosystems, Inc.

This is an appeal from an order denying defendants’ motion to compel arbitration. Applying the law to the undisputed facts and exercising our independent judgment, we reverse the trial court’s ruling. As we explain below, plaintiff cannot avoid arbitrating its claims against the signatory defendant, because those claims are within the reach of the arbitration clause. And plaintiff cannot avoid arbitrating its claims against the nonsignatory defendant, because those claims are inextricably bound up with the obligations arising out of the agreement containing the arbitration clause.

BACKGROUND

The parties to this action are Molecular Analytical Systems (plaintiff or MAS) and Ciphergen Biosystems, Inc., and Bio-Rad Laboratories, Inc. (defendants).

The Contracts

Plaintiff is in a contractual relationship with defendant Ciphergen, arising from various contracts, including two that are at issue here: a “License Agreement” and a “Settlement Agreement,” both executed in 2003 following settlement of prior litigation. Plaintiff has no express contractual relationship with defendant Bio-Rad.

Both of the agreements at issue here contain arbitration provisions. Section 13.1 of…