James & Jackson, LLC. v. Willie Gary, LLC.

906 A.2d 76 · Supreme Court of Delaware · 2006

Facts

Willie Gary LLC (80% owner of MBC Gospel Network) sought to dilute James & Jackson LLC's (J&J) ownership for a new investor, which J&J refused. Willie Gary sued for injunctive relief, specific performance, and dissolution, while J&J moved to compel arbitration. The trial court denied arbitration, leading to this appeal.

Procedural history

Willie Gary filed suit in the Court of Chancery seeking injunctive relief, specific performance, and dissolution. J & J responded by filing a demand for arbitration and a motion to dismiss or stay the proceedings in favor of arbitration. The trial court denied J & J's motion, ruling that Willie Gary's claims were not subject to arbitration. J & J then appealed this decision to the current court.

Issue

Should a court or an arbitrator decide the substantive arbitrability of a dispute when the arbitration clause incorporates AAA rules but also expressly authorizes judicial relief for certain claims?

Holding

The court affirmed that the trial court correctly decided substantive arbitrability and that Willie Gary's claims were not subject to arbitration. It held that the arbitration clause's express authorization of judicial remedies for specific claims overrode the general presumption created by incorporating AAA rules.

Rule

While courts generally decide substantive arbitrability unless there is "clear and unmistakable evidence" of intent to delegate, and incorporating AAA rules typically provides such evidence, this presumption is overcome if the arbitration clause also explicitly grants courts jurisdiction over specific types of relief sought.

Read the full opinion on CourtListener

Case brief last reviewed 2026-04-27. Prepared by CaseReader from the published opinion.