Securities Law | Expert Legal Commentary
May 28, 2009
Kirleis v. Dickie McCamey & Chilcote: Express Consent to Arbitrate Required, Even with Arbitration Provision in Corporate Bylaws
Kirleis v. Dickie McCamey & Chilcote
By
Josh Lawler and Joel B. Ginsberg of Zuber & Taillieu LLP
The Third Circuit had to weigh two competing principles – the contract law requirement that a party must explicitly consent to an arbitration agreement versus the corporate law principle that directors and shareholders of a corporation are charged with constructive knowledge and acceptance of the corporation’s bylaws. In Kirleis v. Dickie McCamey & Chilcote, 560 F.3d 156 (3rd Cir. 2009), under Pennsylvania law, the Court determined that even though the plaintiff was a shareholder and director of a law firm that contained within its bylaws an arbitration agreement, the plaintiff was not bound by that agreement because she had never signed any document explicitly expressing her consent to arbitrate.
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About the Authors
Josh Lawler is a Partner of Zuber & Taillieu LLP, focusing on corporate law and securities and finance law.
Joel B. Ginsberg is an Associate of Zuber & Taillieu LLP, focusing on corporate law, and securities and finance law.
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