Younes

UNITED STATES DISTRICT COURT

WESTERN DISTRICT OF LOUISIANA

ALEXANDRIA DIVISION

ALAA YOUNES ET AL CIVIL ACTION NO. 26-127

VERSUS JUDGE EDWARDS

NCP CARDIAC CATH LAB OF MAG. JUDGE PEREZ-MONTES

ALEXANDRIA LP ET AL

MEMORANDUM RULING AND ORDER

Before the Court is a Motion to Compel Arbitration, Stay Proceedings Pending

Arbitration, and, in the alternative, a Motion to Dismiss (R. Doc. 9) filed by NCP

Cardiac Cath Lab of Alexandria, LP and Cardiac Cath Lab of Alexandria, GP, LLC

(collectively “Defendants”). Defendants’ Motion is fully briefed. See R. Docs. 20 & 25.

Also before the Court is a Renewed Motion for Preliminary Injunction (R. Doc. 21)

filed by Alaa Younes, M.D.; Alexandria Portfolio, LLC; Naseem Jaffrani, M.D.; Harry

Hawthorne APMC; Harry Hawthorne, M.D.; SBR, APMC; and Syed Rizvi, M.D.

(collectively “Plaintiffs”). Defendants opposed. See R. Doc. 26.

Having carefully considered the parties’ memoranda and the applicable law,

Defendants’ Motion is GRANTED IN PART and DENIED IN PART and Plaintiffs’

Motion is DENIED AS MOOT.

BACKGROUND

On August 6, 2014, the parties entered into a Limited Partnership Agreement

(the “LPA”) to do business as the Alexandria Heart & Vascular Center (the “Center”).

See R. Doc. 1-1 at 3. The Center specialized in the performance of outpatient cardiac

and peripheral vascular procedures including cardiac catheterization, peripheral

angiography, coronary angioplasty/stenting, peripheral angioplasty/stenting,

pacemaker placement, defibrillator placement, and electrical cardioversion. See R.

Doc. 9-1 at 7.

Section 10.11 of the LPA provides for a dispute resolution procedure and

applies to “any dispute regarding the construction, interpretation, performance,

validity, or enforceability of any provisions of … this Agreement, or whether any

Person is in compliance with, or breach of, any provisions of … this Agreement or (B)

any other dispute of a legal nature arising under … this Agreement….” See R. Doc.

1-1 at 50–51. The LPA also mandates that “[a]rbitration pursuant to Section 10.11

shall be the exclusive method of resolving Disputes other than through agreement of

the Disputing Parties.” See id. at 51. Most relevant here, the LPA provides the process

of selecting an arbitrator for disputes less than $250,000 and a panel of three

arbitrators for disputes greater than $250,000. See id. Under the latter, Section

10.11(e) provides, “[i]f there shall be three Arbitrators, each Disputing Party shall

appoint one Arbitrator ..., and the two Arbitrators shall appoint the third Arbitrator

….” See id.

The LPA also organizes partners into three hierarchical categories: (1) General

Partner Cardiac Cath Lab of Alexandria, GP, LLC; (2) Class A Limited Partner, NCP

Cardiac Cath Lab of Alexandria, LP; and (3) Class B Limited Partners. See R. Doc. 1-

1 at 99. At the time the parties entered into the LPA, no Class B Partners existed.

See id. at 57–58. But, on August 11, 2014, Dr. Harry Hawthorne (“Dr. Hawthorne”),

Dr. Nassem Jaffrani (“Dr. Jaffrani”), and Dr. Alaa Younes (“Dr. Younes”) became

Class B Limited Partners.1 See id. at 3–4. In June 2020, Dr. Syed Rizvi (“Dr. Rizvi”)

became a Class B Limited Partner as well.2 See id. Other physicians joined the Center

as Class B Limited Partners during its operation; however, due to various reasons,

these physicians later exited the partnership either by selling or voluntarily

relinquishing their shares. See id. at 100. The Center took no legal action against

these physicians. See id. at 4.

Then, in July 2024, Drs. Younes, Jaffrani, and Rizvi closed their practices,

exited the Center, and sought employment elsewhere. See id. But Defendants

objected. On December 13, 2024, Defendants issued cease and desist letters to several

physicians, including Drs. Younes, Jaffrani, Rizvi, and Hawthorne.3 See id. at 61.

Based on the letters, Defendants believed that the physicians, including Plaintiffs,

accepted employment or signed letters of intent to accept employment with Christus

St. Frances Cabrini Hospital located in Alexandria, Louisiana. See id. at 63. Because

of the financial harm purportedly caused to the Center by the physicians’ departures,

Defendants demanded that Plaintiffs, and the other physicians, cease and desist from

any activity violating the parties’ LPA and continue servicing patients at the Center.

See id. Despite efforts by some of the physicians to schedule the Center’s patients,

Defendants closed the Center on March 29, 2025. See id. at 101.

1 Dr. Hawthorne and Dr. Jaffrani became Class B Limited Partners through their medical

corporations, Harry Hawthorne, M.D., APMC and Alexandria Portfolio, LLC, respectively. See R. Doc.

1-1 at 3–4.

2 Dr. Rizvi also became a Class B Limited Partner through his medical corporation SBR, APMC. See

R. Doc. 1-1 at 100.

3 It is unclear when Dr. Hawthorne exited the Center.

On July 21, 2025, Defendants filed a Demand for Arbitration with the

American Arbitration Association (“AAA”). See id. at 70. Plaintiffs objected to the

arbitration on three occasions, each time asserting that the LPA’s dispute resolution

procedure “affords no mechanism for multi-party disputes ….” See id. at 86–91. On

October 27, 2025, the AAA rejected Plaintiffs’ position and ordered the appointment

of arbitrators pursuant to the LPA. See id. at 92–93. Specifically, the AAA provided

“in the absence of an agreement by the parties or a court order staying the case, the

AAA will proceed with the administration of the arbitration.” See id. at 92. In

compliance with this directive, Plaintiffs selected an arbitrator on December 4, 2025,

but maintained their objections. See R. Doc. 20-1 at 1. On December 15, 2025,

Plaintiffs filed their Petition in the Ninth Judicial District Court, seeking injunctive

relief. See id. at 1. Defendants removed the case to this Court on January 14, 2026,

see R. Doc. 1, and filed the instant Motion to Compel Arbitration thereafter. See R.

Doc. 9. To note, a preliminary arbitration hearing was held on March 4, 2026, with

three arbitrators. See R. Doc. 21-3 at 1.

LAW AND ANALYSIS

“The Fifth Circuit has repeatedly emphasized the strong federal policy in favor

of arbitration.” Safer v. Nelson Fin. Grp., Inc., 422 F.3d 289, 294 (5th Cir. 2005) (citing

Neal v. Hardee's Food Sys., Inc., 918 F.2d 34, 37 (5th Cir. 1990)). The Federal

Arbitration Act (“FAA”) applies to any contract that evinces a “transaction involving

commerce.” 9 U.S.C. § 2. When the FAA applies, as it does here, see R. Doc. 9-1 at 10,

courts ordinarily conduct a two-step inquiry. “First, we ask if the party has agreed to

arbitrate the dispute.” Janvey v. Alguire, 847 F.3d 231, 240 (5th Cir. 2017) (quoting

Sherer v. Green Tree Serv. L.L.C., 548 F.3d 379, 381 (5th Cir. 2008)). “This

determination involves two considerations: (1) whether there is a valid agreement to

arbitrate between the parties; and (2) whether the dispute in question falls within

the scope of that arbitration agreement.” Webb v. Investacorp, Inc., 89 F.3d 252, 258

(5th Cir. 1996) (citations omitted). “In determining whether the dispute falls within

the scope of the arbitration agreement, ‘ambiguities ... [are] resolved in favor of

arbitration.’” Fleetwood Enters., Inc. v. Gaskamp, 280 F.3d 1069, 1073 (5th Cir.)

(citation omitted). And step one “is generally made on the basis of ordinary state-law

principles that govern the formation of contracts.” Morrison v. Amway Corp., 517 F.3d

248, 254 (5th Cir. 2008) (citations and quotations omitted).

“If the party opposing arbitration has agreed to arbitrate, we then ask if any

federal statute or policy renders the claims nonarbitrable.” Id. (citing Sherer, 548

F.3d at 381)) (cleaned up). “The second step is to determine ‘whether legal constraints

external to the parties' agreement foreclosed the arbitration of those claims.’” Webb,

89 F.3d at 258 (quoting Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473

U.S. 614, 628 (1985)). If, however, an arbitration agreement contains a valid

delegation clause, the analysis changes and courts need only determine whether

there is a valid arbitration agreement (step one) and whether there is a valid

delegation clause. See Reyna v. Int'l Bank of Com., 839 F.3d 373, 378 (5th Cir. 2016)

(citing Kubala v. Supreme Prod. Servs., Inc., 830 F.3d 199, 201–02 (5th Cir. 2016)).

Under step one, Section 10.2 of the LPA indicates that Texas law governs the

contract’s formation. See R. Doc. 1-1 at 48. “Under Texas law, a contract requires: (1)

an offer; (2) an acceptance in strict compliance with the terms of the offer; (3) a

meeting of the minds; (4) each party's consent to the terms; and (5) execution and

delivery of the contract with intent that it be mutual and binding.” Graham v. Leisure

Pools USA Trading, Inc., No. 23-734, 2024 WL 1473743, at *3 (W.D. Tex. Feb. 26,

2024), report and recommendation adopted, No. 23-734, 2024 WL 1471547 (W.D. Tex.

Apr. 3, 2024). Plaintiffs appear to only dispute consent. See R. Doc. 1-1 at 104. They

argue “[t]he LPA plainly does not contemplate arbitration of such a claim, as it is

impossible to comply with the process for arbiter selection. Thus, the threshold

requirement of consent is lacking.” See id. More specifically, Plaintiffs target Section

10.11(e)—the LPA’s arbitrator selection process. See id. at 51. Plaintiffs contend the

parties agreed that each disputing party shall appoint one arbitrator for disputes

amounting to more than $250,000. See id.; see also R. Doc. 20 at 13. According to

Plaintiffs, because there are more than two disputing parties in the pending

arbitration, see R. Doc. 1-1 at 93, Section 10.11(e) does not provide multiple disputing

parties with the right to select their own arbitrator, as contemplated by the LPA. See

R. Doc. 20 at 13. In such absence, Plaintiffs argue that their consent to arbitrate this

multiparty dispute is lacking. See id.

Yes, “[c]onsent is essential under the FAA,” Lamps Plus, Inc. v. Varela, 587

U.S. 176, 184 (2019), because “a party can be forced to arbitrate only those issues it

specifically has agreed to submit to arbitration.” First Options of Chicago, Inc. v.

Kaplan, 514 U.S. 938, 945 (1995). But “the only issue at the first step is whether there

is any agreement to arbitrate any set of claims.” Kubala, 830 F.3d at 202. In Kubala,

“it [was] obvious that the[ ] parties validly formed an agreement to arbitrate some set

of claims.” Id. So too here, the LPA is clear that “any dispute regarding the

construction, interpretation, performance, validity, or enforceability of any provisions

of … this Agreement” is subject to arbitration. See R. Doc. 1-1 at 50–51. The parties

thus contemplated arbitration, and Plaintiffs have not demonstrated that the LPA,

or the arbitration provisions therein, are otherwise invalid. To the extent there is

ambiguity that the parties intended for a multiparty dispute to fall within the scope

of the agreement, this ambiguity must be “resolved in favor of arbitration.” Fleetwood,

280 F.3d at 1073 (citations omitted). Because the parties entered into an agreement

to arbitrate any dispute, step one favors arbitration.

While we would typically move the analysis to step two, Defendants have

pointed to a purported delegation clause, see R. Doc. 25 at 3–5, which changes our

analysis. Kubala, 830 F.3d at 201 (citing First Options of Chi., Inc., 514 U.S. at 942).4

To determine whether a purported clause is in fact a delegation clause, courts must

analyze whether “it evinces an intent to have the arbitrator decide whether a given

claim must be arbitrated.” Kubala, 830 F.3d at 202. “[A] valid delegation clause

4 Initially, we note that Plaintiffs put forth no arguments specific to the purported delegation provision.

However, based on the record, it appears that Defendants waited to assert this delegation argument

until submitting their reply memorandum. See R. Doc. 25 at 3–5. While arguments raised for the first

time in a reply memorandum are generally deemed untimely and improper, as they typically deny the

opposing party a fair opportunity to respond, see Jones v. Cain, 600 F.3d 527, 541 (5th Cir. 2010) (citing

United States v. Jackson, 426 F.3d 301, 304 n.2 (5th Cir. 2005)), Plaintiffs had the opportunity to

address Defendants’ delegation provision contention in their reply memorandum in support of their

preliminary injunction. But no reply memorandum was filed. Therefore, Plaintiffs did not challenge

the purported delegation clause.

requires the court [in almost all cases] to refer a claim to arbitration to allow the

arbitrator to decide gateway arbitrability issues.” Id. (citing Rent–A–Ctr., W., Inc. v.

Jackson, 561 U.S. 63, 68–69 (2010)). The Fifth Circuit has also “held that, generally,

stipulating that the AAA Rules will govern the arbitration of disputes constitutes

such ‘clear and unmistakable’ evidence.” See Arnold v. Homeaway, Inc., 890 F.3d 546,

552 (5th Cir. 2018) (citations omitted).

First, Defendants rely on the Supreme Court’s analysis of a similar provision

in Rent–A–Ctr., W., Inc. v. Jackson. See R. Doc. 25 at 3–4; see also R. Doc. 26 at 11. In

Rent–A–Center, the Supreme Court determined that the parties’ agreement, which

provided that “[t]he Arbitrator … shall have exclusive authority to resolve any

dispute relating to the interpretation, applicability, enforceability or formation of this

Agreement including, but not limited to any claim that all or any part of this

Agreement is void or voidable,” contained a delegation clause. 561 U.S. at 66, 72.

Defendants point to the language in Section 10.11(a)(ii) and assert that the

language—“Arbitration … shall be the exclusive method of resolving” any dispute

“regarding the construction, interpretation, performance, validity or enforceability of

any provision of … this Agreement”—is a delegation clause. See R. Doc. 25 at 3–4; see

R. Doc. 26 at 11.

Second, Defendants refer to Section 10.11(f) of the LPA, which provides that

“[t]he Arbitrator shall expeditiously … hear and decide all matters concerning the

Dispute,” and “[t]he Arbitration shall be conducted in accordance with the then-

current Commercial Arbitration Rules of the American Arbitration Association … to

the extent that such rules do not conflict with the terms of this Agreement.” See R.

Doc. 1-1 at 52. Defendants then rely on Rule 7 of the Commercial Arbitration Rules

of the AAA, which states: “The arbitrator shall have the power to rule on his or her

own jurisdiction, including any objections with respect to the existence, scope, or

validity of the arbitration agreement or to the arbitrability of any claim or

counterclaim, without any need to refer such matters first to a court.” See R. Doc. 26

at 11. Taking these provisions together, Defendants claim that the LPA’s language

evinces the parties’ intent to delegate any question of arbitrability to the arbitrator.

See R. Doc. 26 at 12.

Defendants are correct. The Supreme Court in Rent–A–Center held that “we

must treat [the delegation provision] as valid under [the FAA].” Rent–A–Ctr., W., Inc.,

561 U.S. at 72. The language in Section 10.11(a)(ii) of the LPA tracks the language

in Rent–A–Center. Further, “[b]ecause the [LPA] expressly incorporate[s] the AAA

rules [in Section 10.11(f)], the parties have clearly and unmistakably demonstrated

their intent to delegate” to the arbitrator the power to rule on the validity,

enforceability, and scope of the LPA’s arbitration provisions. Arnold, 890 F.3d at 553;

Exec. Strategies Corp. v. Sabre Indus. Inc., No. 20-1067, 2020 WL 7213002, at *6

(W.D. La. Dec. 7, 2020) (“Here, the parties' arbitration clause incorporates the AAA

Rules and, therefore, contains clear and unmistakable evidence that the parties

intended that the arbitrator will decide the issue of arbitrability.”); Sierra v.

Halliburton Energy Servs., Inc., No. 17-1002, 2018 WL 4089404, at *5 (W.D. La. Aug.

27, 2018).

Regardless of whether the arbitration agreement included a valid delegation

clause, under step two of the analysis, the Court must consider “whether any federal

statute or policy renders the claims nonarbitrable.” JP Morgan & Chase Co. v.

Conegie ex rel. Lee, 492 F.3d 596, 598 (5th Cir. 2007). Plaintiffs contend that the

pending arbitration lacks a lawful purpose because it could impose obligations that

would violate federal and state law. See R. Doc. 20 at 14. Specifically, Plaintiffs claim

that, under Defendants’ theory, they could be held liable for failing to honor a patient

referral agreement, rather than for breaching a fiduciary duty, which would be at

odds with several laws, including La. R.S. § 37:1745(B), 42 U.S.C. § 1320a-7b, and 42

U.S.C. § 1395nn. See id. Defendants counter that the Court should only consider

whether external legal constraints exist—not the parties’ actions. See R. Doc. 26 at

10.

“In order to overcome the presumption in favor of arbitration, the party

opposing arbitration bears the burden of demonstrating that ‘Congress intended to

preclude a waiver of judicial remedies for the statutory rights at issue.’” Kennedy v.

Homecomings Fin. Network, No. 06-2289, 2006 WL 2983019, at *3 (E.D. La. Oct. 17,

2006) (quoting Walton v. Rose Mobile Homes LLC, 298 F.3d 470, 473 (5th Cir.2002)).

Plaintiffs cannot. While Plaintiffs may raise legal challenges to a potential outcome

of arbitration, they “point[ ] to no federal or state law that would preclude enforcement

of the arbitration agreement.” Pepe v. New York Life Ins. Co., No. 23-1435, 2024 WL

235198, at *3 (E.D. La. Jan. 4, 2024), report and recommendation adopted, No. 23-

1435, 2024 WL 232088 (E.D. La. Jan. 22, 2024) (emphasis added). Plaintiffs do not

show that the LPA and its arbitration provisions are unenforceable “due to illegality,

unconscionability, or something else” that would foreclose arbitration. See Nii-Moi v.

McAllen Hospitalist Grp., PLLC, No. 21-1, 2021 WL 2139402, at *2 (E.D. Tex. May

26, 2021). Nothing before the Court indicates any legal constraints that would

preclude arbitration in this case.

Plaintiffs contend that “[t]he inability to form the tribunal required by the

[LPA] is not a procedural disagreement about arbitrator selection. It is a structural

failure that eliminates the consent required to compel arbitration.” See R. Doc. 20 at

13. Plaintiffs rely on Brook v. Peak Int’l, Ltd., 294 F.3d 668 (5th Cir. 2002) for the

proposition that “arbitration agreements must be enforced to [their] terms, including

provisions governing the formation of arbitration tribunal,” and that courts cannot

compel arbitration under a structure different from those terms. See id. Because

Plaintiffs have not “agreed” to the specific tribunal formation in the pending

Arbitration, they argue that no contract exists to compel arbitration absent this

fundamental element. See id. Defendants disagree. The number of arbitrators is,

according to Defendants, a procedural issue rather than an issue of substantive

arbitrability and thus is for the arbitrators to decide. See R. Doc. 25 at 3.

“An arbitration agreement is a contract; accordingly, arbitrators must be

selected pursuant to the method provided in it.” Bulko v. Morgan Stanley DW Inc.,

450 F.3d 622, 625 (5th Cir. 2006) (citing Brook, 294 F.3d at 672). The FAA “expressly

provides that where a method for appointment is set out in the arbitration agreement,

the agreed upon method of appointment ‘shall be followed.’” Brook, 294 F.3d at 672–

73 (citing 9 U.S.C. § 5). Courts may, however, intervene before an arbitration award

in three limited circumstances: “(1) if the arbitration agreement does not provide a

method for selecting arbitrators; (2) if the arbitration agreement provides a method

for selecting arbitrators but any party to the agreement has failed to follow that

method; or (3) if there is a lapse in the naming of an arbitrator or arbitrators.” See

BP Expl. Libya Ltd. v. ExxonMobil Libya Ltd., 689 F.3d 481, 490–91 (5th Cir. 2012)

(citing Gulf Guar. Life Ins. Co. v. Conn. Gen. Life Ins. Co., 304 F.3d 476, 482 (5th Cir.

2002)). But none of these circumstances are present here.

Remember, we are limited to determining “whether an agreement to arbitrate

exists and [the enforcing] of that agreement by compelled arbitration of claims that

fall within the scope of the agreement[,] even [if] the court determines some default

has occurred.” See Gulf Guar. Life Ins. Co., 304 F.3d at 487. Procedural challenges lie

with the arbitrator—not the Court. See id. (“[C]hallenges to the procedural aspects of

arbitration are for the arbitrator to decide, while challenges to the substantive

arbitrability of disputes are for the courts to decide.”); see also Turner Indus. Grp.,

LLC v. Rain CII Carbon LLC, No. 14-1031, 2014 WL 1870622, at *2 n.19 (E.D. La.

May 8, 2014) (noting that courts may only intervene in the arbitral process rarely and

that procedural aspects fall outside that limited scope); Brown v. Fort Hood Fam.

Hous. LP, No. 20-1001, 2022 WL 22883290, at *3 (W.D. Tex. Nov. 17, 2022) (same);

IBS Warehousing LLC v. Underwriters at Lloyd's London, No. 18-285, 2019 WL

13109764, at *3 n.19 (S.D. Tex. Oct. 2, 2019) (same). The Court cannot entertain

challenges that, as here, “essentially go to the procedure of arbitration, specifically

the arbitrator selection process, and to the alleged unfairness of that process” before

an award is issued. See Gulf Guar. Life Ins. Co., 304 F.3d at 488 (emphasis added).

Here, “the AAA consider[ed] the Disputing Parties to be” Defendants as the

Claimants and Plaintiffs as the Respondents. See R. Doc. 1-1 at 93.5 As of March 4,

2026, both Claimants (Defendants) and Respondents (Plaintiffs) had each selected an

arbitrator—pursuant to Section 10.11(e) of the LPA. See R. Doc. 21-3 at 1; see also R.

Doc. 1-1 at 51–52. And a three-member panel awaits arbitration in accordance with

the pending arbitration schedule. See id. at 2–7. The Court finds no compelling

circumstances to intervene in the pending arbitration.

Accordingly, the LPA contains a valid agreement to arbitrate, mandates

arbitration as the exclusive method to resolve disputes that arise under the LPA, and

includes a delegation provision such that questions of arbitrability go before the

arbitrators. “When a district court finds that a lawsuit involves an arbitration clause,

and a party requests a stay pending arbitration, § 3 of the FAA compels the court to

stay the proceeding.” Smith v. Spizzirri, 601 U.S. 472, 478 (2024); see Thompson v.

Buzbee, No. 24-2827, 2025 WL 2050955, at *2 (E.D. La. July 22, 2025). Thus, the

Court must compel arbitration as provided by the LPA and stay all proceedings in

this case pending arbitration.

5 Specifically, the Claimants include NCP Cardiac Cath Lab of Alexandria, LP and Cardiac Cath Lab

of Alexandria, GP, LLC while the Respondents include Alaa Younes, M.D.; Nassem Jaffrani, M.D.;

Syed B. Rizvi, M.D.; Alexandria Portfolio, LLC; Harry Hawthorne M.D.; SBR, APMC; and Vikram

Nijjar, M.D. See id.

CONCLUSION

For the reasons set forth herein,

IT IS ORDERED that Defendants’ Motion to Compel Arbitration, Stay

Proceedings Pending Arbitration, and, in the alternative, a Motion to Dismiss (R. Doc.

9) is GRANTED IN PART and DENIED IN PART. The Motion is GRANTED with

respect to Defendants’ request to compel arbitration and stay this litigation pending

arbitration. The Motion is DENIED insofar as Defendants request dismissal of

Plaintiffs’ claims.

IT IS FURTHER ORDERED that Plaintiffs’ Renewed Motion for

Preliminary Injunction (R. Doc. 21) is DENIED AS MOOT.

THUS DONE AND SIGNED in Chambers this 10th day of April, 2026.

UMTED STATES DISTRICT JUDGE

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