In a case involving an ADR clause, the parties to a contract disagreed as to whether the clause required them to submit a dispute over a trade secret problem to arbitration. The clause required the parties to submit "any controversy or claim arising out of the agreement" to arbitration. Strictly speaking, the trade secret controversy did not arise "out of" the agreement.
However, it was clear that the trade secret dispute was related to the agreement. The trial court held that the language of the ADR clause was too narrow and that because the trade secret dispute did not arise out of the controversy, the parties were not required to send it to arbitration.
Should the appellate court overrule the trial court's decision rejecting the requirement that the parties arbitrate the trade secret dispute? Explain your response.
Tracer Research Corp. v. National Environmental Services, Co., 42 F.3d 1292 (9th Cir.).