MOLECULAR ANALYTICAL SYSTEMS v.
CIPHERGEN BIOSYSTEMS, INC



















Filed 7/9/10











CERTIFIED
FOR PUBLICATION



IN
THE COURT OF APPEAL OF THE STATE OF CALIFORNIA



SIXTH
APPELLATE DISTRICT




>

MOLECULAR ANALYTICAL SYSTEMS, Plaintiff and Respondent, v. CIPHERGEN BIOSYSTEMS, INC. et al., Defendants and Appellants.

H032845 (Santa Clara County Super. Ct. No. CV89501)

This is an
appeal from an order denying the 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, the plaintiff cannot
avoid arbitrating its claims against the signatory defendant, because those
claims are within the reach of the arbitration
clause. And the 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 Analytic 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 the
Settlement Agreement requires arbitration of â€