Pellitteri

DISCUSSION

I. Relevant contractual provisions

The issue of whether arbitration of Pellitteri’s claims is appropriate depends on the terms of the written agreement between WQ and PCS. Neither side disputes that, to the extent the arbitration clause applies, it covers all parties. The written agreement contains two provisions directly addressing arbitration. They read in pertinent part as follows: “9. Audit Rights. PCS shall have the right to designate a certified public accountant(s), to audit WQ’s records for The Product and Additional Products, no more than twice per calendar year . . . to ascertain the accuracy of each royalty compensation report. If the auditor discovers a discrepancy between the amount of royalties/compensation reported and WQ’s records, the auditor shall promptly notify both PCS and WQ of the perceived discrepancy together with a detailing of the asserted discrepancy. . . . Should the auditor find a discrepancy and WQ disputes the discrepancy, WQ and/or WQ’s designated accountant shall at it’s [sic] own cost provide PCS’s auditor within five (5) business days of discovery of the discrepancy with a breakdown as to why the discrepancy is not accurate. At that…