
USCA1 Opinion

	




                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                              _________________________          No. 93-1842                                 WALTON W. McCARTHY,                                 Plaintiff, Appellee,                                          v.                                  LEO L. AZURE, JR.,                                Defendant, Appellant.                              _________________________                     APPEAL FROM THE UNITED STATES DISTRICT COURT                          FOR THE DISTRICT OF NEW HAMPSHIRE                   [Hon. Shane Devine, Senior U.S. District Judge]                                       __________________________                              _________________________                                        Before                        Selya, Cyr and Boudin, Circuit Judges.                                               ______________                              _________________________               David R.  Goodnight, with whom  Patrick D. McVey,  Howard A.               ___________________             ________________   _________          Coleman, Riddell,  Williams,  Bullitt  &  Walkinshaw,  D.  Donald          _______  ___________________________________________   __________          Dufresne,  and  Devine,  Millimet &  Branch  were  on brief,  for          ________        ___________________________          appellant.               Charles A. Szypszak, with whom Richard B. Couser and Orr and               ___________________            _________________     _______          Reno, P.A. were on brief, for appellee.          __________                              _________________________                                    April 28, 1994                              _________________________                    SELYA, Circuit Judge.   This appeal presents intriguing                    SELYA, Circuit Judge.                           _____________          questions anent  the rights  of a  corporate officer  who, having          signed  an  agreement containing  an  arbitration  clause in  his          official capacity,  seeks to compel arbitration  of claims lodged          against  him as  an individual.   The  district court  refused to          order arbitration under these circumstances.  We affirm.          I.  BACKGROUND          I.  BACKGROUND                    For purposes  of this  appeal, the facts  can be  taken          essentially  as alleged.  In 1987,  plaintiff-appellee Walton  W.          McCarthy, a renowned inventor of  underground shelter technology,          incorporated  T.H.E.T.A.  Technologies,  Inc.  (Theta  I), a  New          Hampshire   corporation,  for   the   purpose  of   manufacturing          underground storage tanks and  personal shelters.  McCarthy owned          fifty  percent  of  the  corporation's stock  and  served  as its          principal operating  officer.   Three passive investors  held the          remaining shares.                    In the fall  of 1989, McCarthy met  defendant-appellant          Leo  L.  Azure,  Jr.,  a  member  of  a  Montana-based  religious          organization, Church Universal & Triumphant (C.U.T.).  Azure soon          entered into negotiations for  the acquisition of both McCarthy's          company  and  patented technology.    Azure  formed a  Washington          corporation, Theta Corporation  (Theta II), to serve as a vehicle          for the planned purchase.                    On December  29, 1989,  McCarthy, Theta II,  and others                                          2          entered into a contract (the Purchase Agreement).1  Azure  signed          the Purchase Agreement on behalf of Theta II, but he did not sign          it  in  his  personal capacity.    Leaving  to  one side  special          arrangements  with  various creditors,  see  supra  note 1,  this                                                  ___  _____          contract  delineated a  two-phase transaction:   McCarthy  was to          sell his equity interest,  including the patents, to the  passive          investors,  and transfer  certain  residual rights  to Theta  II;          then, Theta  II was to buy  all the outstanding stock  of Theta I          for cash, payable over a period of no more than three years.  The          Purchase  Agreement expressly  provided that  "[d]isputes arising          under this Agreement  shall be  resolved by arbitration.  . .  ."          Though  not  mentioned in  the  Purchase  Agreement, the  parties          apparently  understood  that  Theta  II, in  addition  to  paying          McCarthy  a prescribed sum  of money for  the transferred rights,          would offer him employment under a separate long-term contract.                    On January 11, 1990,  McCarthy and Theta II  executed a          second agreement (the  Confidentiality Agreement).  Azure  signed          the  Confidentiality Agreement,  as  he had  signed the  Purchase          Agreement, on  behalf of  Theta  II, but  not otherwise;  indeed,          neither document contained a line for Azure's personal signature.          Pursuant to the Confidentiality  Agreement, McCarthy promised  to          keep all past and future information pertaining to the patents in          the bosom of the  lodge, and to  take certain related actions  on                                        ____________________               1Apart  from  McCarthy and  Theta II,  other parties  to the          Purchase Agreement included the passive investors and three major          creditors of Theta I.  For present purposes, nothing turns on the          involvement of the other parties.                                          3          behalf  of Theta  II.   This agreement  included a  somewhat more          expansive   arbitration   clause,   which   stated   that  "[a]ny          controversy  or  claim  arising  out  of  or  relating   to  this          Agreement, or breach hereof, shall be settled by arbitration. . .          ."   At a closing held the next  day, Theta II delivered a letter          (the Employment Letter) engaging McCarthy as its president, chief          engineer,  and chief  executive  officer at  a stipulated  annual          salary.  The  Employment Letter also provided for  stock options.          It did not include an arbitration clause.                    A little over two weeks after the closing, matters took          a turn  for the bizarre  (or, at  least, for the  mystical).   On          January  28, 1990,  Elizabeth  Clare Prophet,  Azure's  spiritual          leader, informed him, on  the advice of a "dead  ascended master"          of C.U.T., that his newly acquired business was incompatible with          his "divine plan" and that he should not devote further energy to          the enterprise.  Azure dutifully directed McCarthy to cashier all          the  employees  of Theta  II,  and  then  proceeded to  terminate          McCarthy's employment.    McCarthy never  obtained any  ownership          interest in  Theta II, notwithstanding the  promises contained in          the Employment Letter.                    Apparently, Azure's  religious convictions took  him so          far, and no further.   He not only continued operating  the Theta          corporations, but also formed a third company, Omega Corporation.          In October of  1990, after  Azure merged Theta  I into Theta  II,          Omega  acquired  the surviving  entity.   The following  July, it          began  selling shares  to  the  public.    For  all  intents  and                                          4          purposes, Omega's business seemed  indistinguishable from that of          Theta I  and  Theta  II;  Omega  styled itself  as  a  leader  in          underground storage and  marketed tanks manufactured pursuant  to          McCarthy's patented technology.                    Unwilling to turn the other cheek, McCarthy sued Azure,          Theta  II, Omega,  C.U.T.,  and  Prophet  in  the  United  States          District  Court for the District of New Hampshire.2  Azure, Theta          II,  and  Omega  filed  a  motion  to  stay  proceedings  pending          arbitration,  contending  that  the serial  agreements  obligated          plaintiff to arbitrate  all claims.   The district court  granted          the motion  with respect to  Theta II,  but denied it  as to  the          remaining  movants.   Azure  appeals the  district court's  order          refusing to stay the action against him.  We have jurisdiction by          virtue of 9 U.S.C.   16(a)(1) (Supp. 1992).          II.  DISCUSSION          II.  DISCUSSION                    The court below reasoned that the source of appellant's          purported right to compel  arbitration must be found, if  at all,          in the  Purchase Agreement.3   It then denied  appellant's motion                                        ____________________               2The complaint asserted claims  against Azure, Theta II, and          Omega for,  inter alia,  breach of contract,  wrongful discharge,                      _____ ____          fraud,  negligent  misrepresentation,  intentional infliction  of          emotional  distress, unfair  trade practices,  federal  and state          securities violations, and racketeering.  It also asserted claims          against Azure, C.U.T., and Prophet for tortious interference with          contractual  relationships.   Jurisdiction  was premised  on  the          existence of both federal questions, 28 U.S.C.   1331 (1988), and          diversity of citizenship, 28 U.S.C.   1332(a)(1) (1988).               3Because the Confidentiality Agreement granted  legal rights          only to Theta II and not to McCarthy, we agree  with the district          court's  conclusion  that  it  could  not  furnish  a  basis  for          precluding  access  to a  judicial  forum  in  respect to  claims          asserted by McCarthy against Azure.  For that reason, and for the                                          5          to stay  on the ground that  he was not  a party to  the Purchase          Agreement and, therefore, could  not compel arbitration of claims          lodged  against  him  personally,  whether or  not  those  claims          related to  that agreement.   Azure's  appeal tests this  thesis.          Because the appeal presents a  question of law, appellate  review          is plenary.  See United States v. Gifford, ___ F.3d ___, ___ (1st                       ___ _____________    _______          Cir. 1994) [No. 93-1645, slip  op. at 20]; Liberty Mut.  Ins. Co.                                                     ______________________          v. Commercial Union Ins. Co., 978 F.2d 750, 757 (1st Cir. 1992).             _________________________                               A.  General Principles.                               A.  General Principles.                                   __________________                    We  start with  bedrock:  "arbitration  is a  matter of          contract  and a party cannot be required to submit to arbitration          any  dispute  which he  has  not  agreed  so to  submit."    AT&T                                                                       ____          Technologies, Inc.  v. Communications Workers, 475  U.S. 643, 648          __________________     ______________________          (1986), quoting United Steelworkers v. Warrior & Gulf Navig. Co.,                  _______ ___________________    _________________________          363 U.S. 574, 582 (1960).  Thus, a party seeking to substitute an          arbitral forum for a judicial forum must show, at a bare minimum,          that the protagonists have agreed to arbitrate some claims.                                                         ____                    This  imperative is  in  no way  inconsistent with  the          acknowledged  "federal policy  favoring  arbitration."   Moses H.                                                                   ________          Cone  Memorial Hosp.  v. Mercury  Constr. Corp.,  460 U.S.  1, 24          ____________________     ______________________          (1983); see also Shearson/American  Express, Inc. v. McMahon, 482                  ___ ____ ________________________________    _______          U.S. 220, 226  (1987).  The  federal policy  presumes proof of  a          preexisting agreement  to arbitrate disputes arising  between the          protagonists.    Once  that agreement  has  been  proven  and the                                        ____________________          added reason that appellant, individually, was not a signatory to          the Confidentiality  Agreement, our analysis  revolves around the          Purchase Agreement.                                          6          protagonists identified, cases such  as Cone and McMahon instruct                                                  ____     _______          courts   to  use   a  particular   hermeneutical  principle   for          interpreting the  breadth  of  the  agreement; that  is,  if  the          contract  language chosen  by the  parties is  unclear as  to the          nature  of the claims to which an agreement to arbitrate extends,          a "healthy  regard" for  the federal policy  favoring arbitration          requires that "any doubts  concerning the scope of  an arbitrable          issue be resolved  in favor of arbitration."  Moses  H. Cone, 460                                                        ______________          U.S. at  24-25.  The federal policy,  however, does not extend to          situations in which the  identity of the parties who  have agreed          to  arbitrate is unclear.  See Painewebber, Inc. v. Hartmann, 921                                     ___ _________________    ________          F.2d 507,  511 (3d  Cir. 1990) (holding  that "[a]s  a matter  of          contract, no party can  be forced to arbitrate unless  that party          has entered into an agreement  to do so").  Thus, requiring  that          arbitration rest on a  consensual foundation is wholly consistent          with federal policy.                    The  requirement  also makes  perfect  sense.   Subject          matter jurisdiction over  an action  or series of  claims can  be          conceptualized as  conferring a personal right on  the parties to          have  that action,  or those  claims, adjudicated  in a  judicial          forum.  See,  e.g., Pacemaker  Diag. Clinic of  America, Inc.  v.                  ___   ____  _________________________________________          Instromedix,  Inc., 725 F.2d 537,  541 (9th Cir.  1984) (en banc)          __________________          (recognizing  that the  "federal litigant  has a  personal right,          subject to  exceptions in  certain classes  of  cases, to  demand          Article III adjudication of a civil suit"); accord Glidden Co. v.                                                      ______ ___________          Zdanok,  370 U.S.  530,  536 (1962).    Though a  person  may, by          ______                                          7          contract, waive his or her right to adjudication, see 9 U.S.C.                                                               ___          2, there  can  be  no  waiver  in the  absence  of  an  agreement          signifying an assent.                                B.  Framing the Issue.                                B.  Framing the Issue.                                    _________________                    Viewed against  this backdrop, the  question before  us          reduces to a matter  of contract interpretation:  Did  plaintiff,          in executing the Purchase  Agreement, agree to arbitrate disputes          he  might have  with  Azure  personally concerning  Theta-related                          ____  _____  __________          transactions?4  This question,  which involves the interpretation          of an  arbitration provision touching upon  matters of interstate          commerce,  must  be  resolved  according to  federal  law.    See                                                                        ___          McGregor v. Industrial Excess Landfill, Inc., 856 F.2d 39, 46 n.2          ________    ________________________________          (6th Cir.  1988); Letizia  v. Prudential Bache  Securities, Inc.,                            _______     __________________________________          802 F.2d  1185, 1187 (9th Cir. 1986); see also  9 U.S.C.   2.  As                                                ___ ____          under  general principles  of contract  law, the final  answer to          such a question is  ordinarily a function of the  parties' intent          as expressed in the language of the contract documents.   See NRM                                                                    ___ ___          Corp.  v.  Hercules, Inc.,  758 F.2d  676,  681 (D.C.  Cir. 1985)          _____      ______________          (explaining  that contract  interpretation,  under  federal  law,          "dovetails  precisely with  general principles of  contract law,"                                        ____________________               4Although plaintiff originally sued  Azure in two capacities          (individual  and  official),  plaintiff  agreed,  following  oral          argument in this court, to abandon his "official capacity" claims          against Azure.   Given this agreement,  plaintiff henceforth will          be disabled from pursuing  any such claims.  See United States v.                                                       ___ _____________          Levasseur, 846 F.2d 786,  792-93 (1st Cir.) (explicating doctrine          _________          of judicial estoppel), cert. denied, 488  U.S. 89 (1988); Patriot                                 _____ ______                       _______          Cinemas  Inc. v. General Cinema, Corp., 834 F.2d 208, 211-15 (1st          _____________    _____________________          Cir. 1987) (similar).  Consequently, we deal in this opinion only          with plaintiff's "individual capacity" claims against Azure.                                          8          such  that,  under  both,  "the  judicial  task  in  construing a          contract  is to  give  effect to  the  mutual intentions  of  the          parties"); see also Local 1199  v. Brooks Drug Co., 956 F.2d  22,                     ___ ____ __________     _______________          25  (2d  Cir. 1992)  (determining  the  parties'  intent  is  the          essential inquiry);  S.A. Mineracao da  Trinidade-Samitri v. Utah                               ____________________________________    ____          Int'l, Inc., 745 F.2d 190, 193 (2d Cir. 1984) (similar).          ___________                    This does not  mean that state  law is an  irrelevancy.          In general, federal courts developing federal common law are free          to borrow from state  law, unless there is either  a demonstrated          need  for a  uniform  national  rule  or a  significant  conflict          between  state law  and some  discernible federal  policy.5   See                                                                        ___          United States  v.  Kimbell  Foods,  Inc., 440  U.S.  715,  728-30          _____________      _____________________          (1979).                                        ____________________               5When state law is likely to prove an appropriate model, but          different  states have an interest in the claim, it is reasonable          for  a federal court to apply the choice-of-law principles of the          forum in order to  ascertain what state's substantive  law should          be consulted.  Cf.,  e.g., Klaxon Co. v. Stentor Elec.  Mfg. Co.,                         ___   ____  __________    _______________________          313  U.S.  487,  496-97  (1941); Crellin  Technologies,  Inc.  v.                                           ____________________________          Equipmentlease  Corp., ___ F.3d ___, ___ (1st Cir. 1994) [No. 93-          _____________________          1615,  slip op.  at 7-8].   Here,  our task  is simplified:   the          Purchase Agreement  contains a provision directing  the reader to          New Hampshire law.   Because a reasonable choice-of-law provision          in  a contract  generally  should be  respected, see  Restatement                                                           ___          (Second)  of  the  Conflict  of  Laws     187  (1971);  see  also                                                                  ___  ____          Ferrofluidics Corp. v. Advanced Vacuum Components, Inc., 968 F.2d          ___________________    ________________________________          1463, 1467 (1st Cir.  1992) (applying New Hampshire choice-of-law          principles);  Allied Adjustment  Serv. v.  Heney, 484  A.2d 1189,                        ________________________     _____          1190-91  (N.H. 1948) (stating that  the parties' selection of the          law of a particular jurisdiction will be honored so  long as "the          contract    bears   any   significant    relationship   to   that          jurisdiction"), we  will from time to time  consult New Hampshire          law for guidance.   Where New Hampshire law is recondite, we will          turn to the types of materials  that we believe the New Hampshire          Supreme Court would look to  in formulating new law.  See  Moores                                                                ___  ______          v. Greenberg,  834 F.2d 1105,  1107 (1st  Cir. 1987)  (describing             _________          materials);  see also Kathios  v. General Motors  Corp., 862 F.2d                       ___ ____ _______     _____________________          944, 949 (1st Cir. 1988).                                          9                    In  this case,  there is no  overt indication  that the          parties  intended  to  commit  claims against  appellant,  as  an                                                                     __  __          individual, to  an arbitral forum.   After all,  appellant signed          __________          the Purchase Agreement solely  in his capacity as an  agent for a          disclosed principal    that is, as  "Chairman" of Theta II    and          not  in  his  personal   capacity;  and  it  is  settled   beyond          peradventure that a person signing a contract only in a corporate          capacity, and unambiguously  indicating that fact on the  face of          the  contract documents, does not  thereby become a  party to the          agreement.  See, e.g., New York Ass'n for Retarded Children, Inc.                      ___  ____  __________________________________________          v.  Keator,  606 N.Y.S.2d  784,  785  (App. Div.  1993)  (finding              ______          corporation,  but   not  individual,  bound   when  president  of          corporation  signed  contract  only  on  a  line  indicating  his          official capacity); Central Ill.  Pub. Serv. Corp. v. Molinarolo,                              ______________________________    __________          585  N.E.2d 199, 203 (Ill.  App. Ct. 1992)  (holding company, but          not  individual,  liable "[w]hen  an agent  signs a  document and          indicates next to  his signature  his corporation  affiliation");          Salzman Sign  Co. v. Back, 176 N.E.2d 74, 76 (N.Y. 1961) (finding          _________________    ____          no individual liability where  defendant signed only as president          of corporation and  did not otherwise explicitly  indicate in the          contract  an intent to be bound personally); cf. Dulik v. Amante,                                                       ___ _____    ______          570 N.Y.S.2d 590, 591 (App. Div. 1991)  (finding that a party, by          signing  the   agreement  twice,   intended  to  bind   both  his          corporation and himself).                    To  be sure,  the law  recognizes certain  contract and          agency  principles under  which  nonsignatories sometimes  can be                                          10          obligated by,  or benefit from, agreements signed  by others, and          these principles can apply to arbitration provisions.  See, e.g.,                                                                 ___  ____          In re  Oil Spill by Amoco  Cadiz, 659 F.2d 789,  795-96 (7th Cir.          ________________________________          1981); Fisser  v. International  Bank, 282  F.2d 231, 233-34  (2d                 ______     ___________________          Cir. 1960) (collecting cases).  Thus, appellant's failure to sign          the  Purchase Agreement  individually does  not in and  of itself          settle the somewhat different  question of whether he  can invoke          the  arbitration  clause  contained  therein.   Seizing  on  this          possibility,  appellant charts  three routes  by which  he, as  a          nonsignatory,  might achieve  the sanctuary he  desires.   In the          succeeding sections,  we trace  these routes  and explain  why we          find them to be blind alleys.                            C.  Appellant's Agency Theory.                            C.  Appellant's Agency Theory.                                _________________________                    Appellant's most heralded claim is that, as a disclosed          agent  of Theta  II, he  is entitled  to enforce  the arbitration          provision  included   in  his  principal's  agreement   with  the          plaintiff.   He buttresses  this claim by  citation to  authority          from  several other courts of  appeals.  See  Pritzker v. Merrill                                                   ___  ________    _______          Lynch, Pierce, Fenner & Smith, 7  F.3d 1110, 1121 (3d Cir. 1993);          _____________________________          Roby  v. Corporation of Lloyd's,  996 F.2d 1353,  1360 (2d Cir.),          ____     ______________________          cert. denied, 114  S. Ct. 385 (1993); Arnold v. Arnold Corp., 920          _____ ______                          ______    ____________          F.2d  1269, 1282 (6th Cir. 1990); Letizia,  802 F.2d at 1188.  We                                            _______          think appellant's reading of these  cases is overly sanguine  and          that his claim is insupportable for several reasons.                    1.  Comparing   Apples to Oranges.  To  put appellant's                    1.  Comparing   Apples to Oranges.                        _____________________________          theorem  into   focus,  we  first  must   clarify  the  animating                                          11          principles  that  drive the  cases  on which  the  theorem rests.          Doing  so persuades  us  that appellant  is  comparing apples  to          oranges.                    To be  sure, there is a  superficial similarity between          the  precedents on which  appellant relies  and the  situation at          hand.    In each  of  the  four cited  cases,  the  court gave  a          nonsignatory the benefit of  an arbitration clause signed  by the          corporate entity for which he  or she worked.  In three  of these          cases, however, the defendant was sued qua employee and the court                                                 ___          specifically found that, as  a matter of contract interpretation,          the   parties  intended  the   arbitration  provision   to  cover          employees.    See Roby,  996 F.2d  at  1360 (observing  that "the                        ___ ____          parties fully intended  to protect the  individual Chairs to  the          extent they are charged  with misconduct within the scope  of the          agreements");  Arnold, 920  F.2d  at 1282  (explaining that  "the                         ______          language of the arbitration agreement indicates that the parties'          basic  intent was  to  provide a  single  arbitral forum  to  all          disputes  arising under the  stock purchase agreement"); Letizia,                                                                   _______          802 F.2d at 1188 (determining that the company "clearly indicated          its  intention  to  protect  its   employees"  by  means  of  the          arbitration  provision).  The fourth case  also rested largely on          contract  language.   See Pritzker,  7 F.3d  at 1114  (noting the                                ___ ________          breadth of language used in formulating the arbitration clause).                    Here, however,  as opposed  to the cases  marshalled by          appellant, the arbitration clause fails to indicate the corporate          signatory's  intention to protect  employees through arbitration,                                          12          see  Letizia,  802  F.2d at  1188,  and the  very  nature  of the          ___  _______          Purchase Agreement,  as contrasted  to the  agreements underlying          the  other cases,  explains  why, in  this  situation, one  would          naturally expect such protection to be absent.                    For  the  most  part,  the cases  hawked  by  appellant          involve   disputes  growing  out  of  service  contracts  between          individuals and  financial institutions.6   See Pritzker,  7 F.3d                                                      ___ ________          at 1114  (involving handling  of cash management  account); Roby,                                                                      ____          996 F.2d at 1357 (involving insurance underwriting); Letizia, 802                                                               _______          F.2d  at 1186  (involving handling of  securities account).   The          claims  diverted to  arbitration in  those cases    and  in other          cases that appellant  could have,  but did not,  rely upon,  see,                                                                       ___          e.g.,  Lee v. Chica, 983 F.2d 883,  887 (8th Cir. 1993); Scher v.          ____   ___    _____                                      _____          Bear Stearns & Co., 723 F. Supp. 211, 216 (S.D.N.Y. 1989)   were,          __________________          without  exception, in  the nature  of professional  malpractice.          Thus,  each  related  directly  to  the essence  of  the  service          contract that  the consumer-plaintiff had signed.7   The Purchase          Agreement is at a considerable  remove; it is primarily concerned                                        ____________________               6The solitary exception  is Arnold.   Yet, as  we point  out                                           ______          subsequently,  see infra note 10, that case is distinguishable on                         ___ _____          other  grounds  and,  in  all  events,  does  not  possess  great          persuasive force.               7This is  not to  suggest  that similarity  of claims  alone          suffices to clear  the decks  for arbitration.   As we have  made          pellucid,  see supra p. 7, the basic prerequisite is the parties'                     ___ _____          agreement  to arbitrate, or, put another way, the existence of an          actual waiver of the right to litigate.  But similarity of claims          sometimes may help to clarify what the parties intended when they          included an arbitration provision in an instrument.                                          13          with  a transfer  of assets.8   The  distinction is  an important          one.   A person  who enters into  a service contract  with a firm          contemplates an ongoing relationship in which the firm's promises          only  can  be fulfilled  by  future  (unspecified)  acts  of  its          employees  or agents stretching well into an uncertain future.  A          person who contracts to transfer assets to a company faces a much          different  prospect:    a   one-shot  transaction  in  which  the          purchaser's  obligations  are  specified  and  are,  essentially,          performed in full  at the closing, or soon thereafter.   So it is          here.   And  because  the  Purchase  Agreement cannot  easily  be          construed to refer to the operations of, or services rendered by,          Theta II,  that company's employees cannot  plausibly be included          by  implication within the ambit  of either the  agreement or its          arbitration clause.9                    2.  The Scope of the Arbitration Clause.  Close textual                    2.  The Scope of the Arbitration Clause.                        ___________________________________          analysis supports  the conclusion  that the  Purchase Agreement's          arbitration  clause should be read more narrowly than the clauses          in the cases upon which appellant relies.  The Purchase Agreement          provides  that disputes  "arising  under" the  agreement will  be          subject  to  arbitration.   This  language  is considerably  more                                        ____________________               8While one  section of the Purchase  Agreement describes the          sellers'  retention of a right to purchase products from Theta II          at preferential  prices and to  distribute those products  in New          England, appellant has not argued  that any of McCarthy's  claims          implicate this distribution provision.               9Although we do  not decide the point, we note  that even an          implied reference likely  would not  suffice as  a predicate  for          enforced  arbitration.    See  Salzman  Sign,  176  N.E.2d at  76                                    ___  _____________          (requiring "direct and  explicit evidence of actual intent"  as a          prerequisite to finding an obligation to arbitrate).                                          14          confining  than  that  employed   in  other  contracts  to  which          appellant alludes.10  See  Pritzker, 7 F.3d at 1114  (agreeing to                                ___  ________          arbitrate  "all  controversies   which  may  arise  between   us,          including but  not limited to .  . . this or  any other agreement          between us, whether entered into prior, or subsequent to the date          hereof");  Roby, 996  F.2d  at 1361  (agreeing  to arbitrate  any                     ____          "dispute,  difference,  question  or   claim  relating  to"   the                                                        ____________          agreements for  "all purposes  of and in  connection with"  them)                                                ___________________          (emphasis in  original); Letizia, 802  F.2d at 1186  (agreeing to                                   _______          arbitrate disputes  "arising out  of or relating  to" plaintiff's          securities account).                      The  circumscribed nature  of the  Purchase Agreement's          arbitration provision stands out in bold relief when one compares          it  with  the  arbitration   provision  in  the   Confidentiality          Agreement.    Whereas  the  former directs  arbitration  only  of          "[d]isputes arising under  [the agreement]" (emphasis  supplied),                              _____          the  latter directs  arbitration of  "[a]ny controversy  or claim                                                _____          arising  out  of  or   relating  to  [the  agreement]"  (emphasis          ___________________________________          supplied).  Although the Purchase Agreement's arbitration  clause          might arguably be read more broadly if it were the only provision                                        ____________________               10Once  again, the sole exception is Arnold, a case in which                                                    ______          the arbitration  clause is  virtually identical to  the provision          contained in the  Purchase Agreement.   See Arnold,  920 F.2d  at                                                  ___ ______          1271.   But in  Arnold, unlike  in this case,  the stated  clause                          ______          comprised the only arbitration provision at issue, thus making it          much easier  to read the language  broadly.  See infra  pp. 15-16                                                       ___ _____          (discussing  interpretive  significance of  dual  agreements) and          cases cited.   At any rate, to the extent that Arnold can be read                                                         ______          to support  a result at odds with the result that we reach today,          we respectfully decline to follow it.                                          15          extant, see,  e.g., Arnold,  920  F.2d at  1271; Martin  Marietta                  ___   ____  ______                       ________________          Alum., Inc. v. General  Elec. Co., 586 F.2d 143, 145, 147-48 (9th          ___________    __________________          Cir. 1978),  the use of  significantly different language  in two          clauses,   sculpted  by   the  same   parties  during   the  same          negotiations as  part of  the same overall  transaction, strongly          suggests that the signatories intended the arbitration provisions          to be  of different scope.  See Appalachian Ins. Co. v. McDonnell                                      ___ ____________________    _________          Douglas Corp., 262 Cal.  Rptr. 716, 725 (Ct. App.  1989) (holding          _____________          that "[t]o ignore  the differences  in language used  in the  two          agreements  would  violate   a  fundamental   rule  of   contract          interpretation,  that is, the words of a contract, if clear, must          govern  its interpretation");  see  also Triple-A  Baseball  Club                                         ___  ____ ________________________          Assoc. v. Northeastern  Baseball, Inc., 832 F.2d 214, 221-22 (1st          ______    ____________________________          Cir. 1987) (adopting narrow construction where a contract did not          include relatively  broad language found in  the parties' earlier          drafts), cert. denied, 485 U.S. 935 (1988); C & M Realty Trust v.                   _____ ______                       __________________          Wiedenkeller, 578  A.2d 354,  357 (N.H. 1990)  (declaring that  a          ____________          court's role  is to  interpret contracts  in accordance  with the          parties' intent discernible at the time of agreement, as measured          by objective criteria).                    The intent  to limit arbitral rights  to signatories is          also made manifest by  the inclusion of an integration  clause in          the Purchase Agreement.  The  integration clause states that  the          written  agreement  "represents the  entire understanding  of the          parties" and "supersedes  all other understandings,  arrangements          and negotiations."  We, and other courts, routinely have declined                                          16          to  read  unwritten  terms  into  agreements  containing  similar          declarations.  See, e.g., Bidlack v. Wheelabrator Corp., 993 F.2d                         ___  ____  _______    __________________          603,  608 (7th Cir.) (explaining that an integration clause is an          "indication  of  the  parties'  desire to  limit  a  free-ranging          judicial discretion to interpolate  terms"), cert. denied, 114 S.                                                       _____ ______          Ct.  291 (1993); Northern Heel  Corp. v. Compo  Indus., Inc., 851                           ____________________    ___________________          F.2d 456, 466  (1st Cir.  1988) (similar).   Applying that  time-          honored  principle  here,   it  would  be  wrong  to   widen  the          arbitration  clause  to  include   the  signatories'  agents  and          employees.                    In  short, the  Purchase Agreement  itself is  the best          indicator of the parties' intent.  We must honor that intent   an          intent which, for  our purposes, translates  into a direction  to          read the arbitration clause set  forth in the Purchase  Agreement          straightforwardly  rather than  expansively.   Operating in  this          mode, it is difficult to see how a lawsuit between the seller and          a nonsignatory who is not a successor in interest  to the buyer's          rights can be  said to "aris[e] under"  the Purchase Agreement.11          Thus, appellant's effort to  compel plaintiff to arbitrate cannot          succeed, for, "as a matter of contract, no party can be forced to          arbitrate unless that party  has entered an agreement to  do so."          Painewebber, 921 F.2d at 511.          ___________                    3.   The Individual  Capacity/Official Capacity Schism.                    3.   The Individual  Capacity/Official Capacity Schism.                         _________________________________________________                                        ____________________               11By  its terms,  the Purchase  Agreement "shall  be binding          upon  and inure to the  benefit of the  [parties'] successors and          assigns. .  . ."    There is  no comparable  provision anent  the          parties' agents, servants,  or employees.  We think  the omission          is telling.                                          17          For present purposes, we regard the distinction between Azure, in          his personal capacity, and Azure, in his representative capacity,          as possessing decretory  significance.12  Not coincidentally,  in          each  of  the  four  cases  relied  on  by  appellant  the  court          confronted  a situation in  which the  claim asserted  related to          actions undertaken  by a corporate  representative in his  or her          official, rather than personal, capacity; and  each of the courts          based its  holding on this circumstance.   See Roby, 996  F.2d at                                                     ___ ____          1360  (concluding that  the  "complaints  against the  individual          Chairs  are completely  dependent on  the complaints  against the          [principals]  .  . .  [and] arise[]  out  of the  same misconduct          charged  against the  [principals]");  Arnold, 920  F.2d at  1282                                                 ______          (similar);  see also  Pritzker, 7  F.3d at  1114  (reciting facts                      ___ ____  ________          demonstrating  that  the nonsignatory  was  being  sued for  acts          within the  scope  of  her role  as  an agent  of  the  signatory          corporation); Letizia, 802  F.2d at  1188 (finding  that all  the                        _______          individual defendants' allegedly  wrongful acts related to  their          employment responsibilities).                    Here,  in  contradistinction, plaintiff  asserts claims          against  Azure  in  his  personal,  rather  than  his  corporate,          capacity.  See  supra note 4.  This is  no mere semantic quibble.                     ___  _____          An  official  capacity suit  is,  in  essence,  "another  way  of          pleading an action against  an entity of  which an officer is  an                                        ____________________               12We  use  the  terms  "individual  capacity" and  "personal          capacity"  interchangeably,  and  we   use  the  terms  "official          capacity," "representative capacity," and "corporate capacity" in          the same manner.                                          18          agent."   Kentucky v. Graham, 473 U.S. 159, 165 (1985) (citations                    ________    ______          omitted).  Consequently, such  a suit "is, in all  respects other          than  name, to be treated as a suit  against the entity."  Id. at                                                                     __          166.  By  contrast, personal capacity  suits proceed against  the          individual, not against the entity  with which the individual  is          affiliated.                    In the corporate context, personal capacity actions can          take  several  forms, including  by  way  of illustration  claims          alleging  ultra vires  conduct,  see, e.g.,  Expomotion, Ltd.  v.                    _____ _____            ___  ____   ________________          Heidepriem-Santandrea  Inc.,  421  N.Y.S.2d  520, 521  (Civ.  Ct.          ___________________________          1979); tort suits in  which a corporate officer or  agent, though          operating within  the scope of  corporate authorization, "through          his or  her own fault  injures another to whom  he or she  owes a          personal duty,"  3A William  M. Fletcher, Fletcher  Cyclopedia of                                                    _______________________          the  Law of  Private Corporations    1135, at  66-67 (1986  ed. &          _________________________________          Supp.  1992);13  and,  of  more  immediate  applicability,  suits          alleging that a  person affiliated with a corporation  created or          manipulated  it as  part of  a larger  (fraudulent) scheme,  see,                                                                       ___          e.g., Dietel v.  Day, 492 P.2d 455, 457-58 (Ariz.  Ct. App. 1972)          ____  ______     ___          (explaining that  "[i]f a corporation  was formed or  is employed          for fraudulent purposes," personal liability may be imposed).                    It is,  therefore, apparent that drawing  a distinction          between individual capacity and representative capacity claims is                                        ____________________               13In  this  type  of situation,  the  "officer  or agent  is          personally  liable  to  the  injured third  party  regardless  of          whether  the act resulting in  injury is committed  by or for the          corporation."  3A Fletcher, supra,   1135, at 67.                                      _____                                          19          to  draw   a  distinction   that  portends  a   meaningful  legal          difference.   Indeed, the distinction  between claims aimed  at a          defendant in his individual as opposed to representative capacity          can be found across the law.  See, e.g., Stafford  v. Briggs, 444                                        ___  ____  ________     ______          U.S.  527,  544  (1980)  (distinguishing  between  individual and          official capacity claims for purposes of venue determination); Ex                                                                         __          Parte  Young, 209  U.S. 123,  159 (1908)  (distinguishing between          ____________          individual  and official  capacity  acts  for Eleventh  Amendment          purposes); Northeast  Fed. Credit Union  v. Neves, 837  F.2d 531,                     ____________________________     _____          534  (1st  Cir.  1988)  (distinguishing  between  individual  and          official capacity claims for jurisdictional  purposes); Pelkoffer                                                                  _________          v.  Deer, 144  B.R. 282,  285-86 (W.D.  Pa. 1992)  (applying same              ____          distinction in bankruptcy  context); see also Graham, 473 U.S. at                                               ___ ____ ______          165  (indicating  differences  between  individual  and  official          capacity claims for  purposes of  suit under 42  U.S.C.    1983);          Estabrook v. Wetmore,  529 A.2d  956, 958  (N.H. 1987)  (applying          _________    _______          doctrine that  acts  of a  corporate  employee performed  in  his          corporate capacity generally  do not form the  basis for personal          jurisdiction over him in his individual capacity).  The  ubiquity          of  the  distinction   is  a  reflection  of   the  reality  that          individuals in  our complex society  frequently act on  behalf of          other parties   a reality that often makes it unfair to credit or          blame the actor, individually, for such acts.  At the same  time,          the  law strikes  a  wise balance  by  refusing automatically  to          saddle   a   principal   with   total   responsibility    for   a          representative's  conduct,  come  what  may,  and  by   declining                                          20          mechanically  to  limit  an   injured  party's  recourse  to  the          principal alone, regardless of the circumstances.                    Appellant suggests that  policy considerations  counsel          against giving  credence to  the distinction between  a corporate          officer's  personal and  representative  capacities.   He asserts          that, by honoring the distinction, we will enable wily plaintiffs          to circumvent arbitration provisions to which they previously had          agreed.  To  prevent such  end runs, appellant  says, agents  and          employees must be allowed  to stand in the principal's  stead for          the  purpose of  invoking arbitration clauses.   See  Arnold, 920                                                           ___  ______          F.2d at 1281.   We believe that policy considerations,  placed in          proper perspective, tilt in the opposite direction.                    For one thing, to the extent that appellant's professed          fear of artful pleading  is genuine, the best preventative  is to          act  before, rather than after,  the fact; to  be blunt, judicial               ______              _____          juggling is a far  less effective anodyne than  skillful drafting          of  contract documents in the first instance.  A corporation that          wishes to bring its  agents and employees into the  arbitral tent          can  do so  by  writing  contracts  in general,  and  arbitration          clauses  in particular,  in ways  that will  specify the  desired          result.  See, e.g., Roby, 996 F.2d at 1361.                   ___  ____  ____                    For  another  thing,  whether  a  claim  properly  lies          against  a  party in  his personal  capacity  or in  his official          capacity is ultimately a  function of the facts, not  of pleading          techniques alone.  Mechanisms  exist for dealing with groundless,          overstated, or elliptical claims.  See, e.g., Fed. R. Civ. P. 11;                                             ___  ____                                          21          28  U.S.C.    1927 (1988)  (granting courts  the power  to charge          "excess costs, expenses, and attorneys' fees reasonably incurred"          due to "unreasonabl[e] and vexatious[]" conduct); Cruz v. Savage,                                                            ____    ______          896 F.2d 626, 631-32 (1st Cir. 1990); see also Chambers v. NASCO,                                                ___ ____ ________    ______          Inc., 111 S. Ct. 2123, 2131-38 (1991) (discussing federal court's          ____          inherent   power  to  impose  sanctions  for  abusive  litigation          practices); Foster v. Mydas  Assocs., Inc., 943 F.2d  139, 141-45                      ______    ____________________          (1st  Cir. 1991)  (discussing  range of  sanctions available  for          prosecution of frivolous claims).                    Third,  we are  doubtful  that the  incentive to  plead          deceitfully exists  at all.   Arbitration is almost  invariably a          creature of contract, and  an agent is not ordinarily  liable for          his principal's breach  of contract.   See, e.g., Mastropieri  v.                                                 ___  ____  ___________          Solmar Constr. Co., 553  N.Y.S.2d 187, 188 (App. Div.  1990) ("It          __________________          is well settled that when an  agent acts on behalf of a disclosed          principal, the agent will  not be personally liable for  a breach          of the contract, unless  there is clear and explicit  evidence of          the  agent's  intention  to  be bound.");  see  also  Restatement                                                     ___  ____          (Second) of Agency   328 (1958)  ("An agent, by making a contract          only on behalf of a  competent disclosed . . . principal  whom he          has  power so  to bind,  does not  thereby become liable  for its          nonperformance.").   Thus, manipulating the reality  of events in          order to bring suit against the agent holds only marginal promise          of financial reward.                    Perhaps   most  important  from  a  policy  standpoint,          adopting   appellant's  proposal  would   introduce  a  troubling                                          22          asymmetry into the  law.  It is common  ground that "[s]igning an          arbitration agreement as  agent for a disclosed  principal is not          sufficient  to bind  the  agent to  arbitrate claims  against him          personally."    Flink  v. Carlson,  856  F.2d  44,  46 (8th  Cir.                          _____     _______          1988);14  accord Interocean Ship.  Co. v.  Nat'l Ship.  & Trading                    ______ _____________________     ______________________          Corp.,  523 F.2d 527, 538 (2d  Cir. 1975), cert. denied, 423 U.S.          _____                                      _____ ______          1054 (1976); see also Restatement  (Second) of Agency   320.   In                       ___ ____          appellant's scenario,  then, the  agent, though he  could not  be          compelled to arbitrate, nonetheless  could compel the claimant to          submit to arbitration.   In other words, an agent for a disclosed          principal would  enjoy the  benefits of the  principal's arbitral          agreement, but would shoulder  none of the corresponding burdens.          He would have found a way, contrary to folklore, to  run with the          hare and  hunt with the hounds.  In our view, judges should think          long and hard before endorsing a  rule that will allow a party to          use the  courts to vindicate  his rights  while at the  same time          foreclosing his adversary from comparable access.                    Here, for  instance,  appellant insists  that  the  law          empowers him  to shunt McCarthy's claims into  an arbitral forum,          despite  the  fact that,  if  the shoe  were  on the  other foot,                                        ____________________               14We  reject  Azure's  contention  that  the Eighth  Circuit          significantly narrowed Flink's rule in Lee, 983  F.2d at 887.  As                                 _____           ___          we  read these  cases,  an  agent's  signature  on  behalf  of  a          disclosed principal  "is  not sufficient"  to bind  the agent  to                                        __________          arbitrate claims against him  personally.  Flink, 856 F.2d  at 46                                                     _____          (emphasis supplied).   Lee  left this  legal  rule fully  intact.                                 ___          Lee, unlike Frank, merely  involved the by-now routine investment          ___         _____          service  contract context, a  situation where additional factors,                                                        __________          including "the plain language  of the arbitration clause," showed          that  claims  against the  agent  appropriately  were subject  to          arbitration.  Lee, 983 F.2d at 887.                        ___                                          23          McCarthy could not force appellant to arbitrate those claims   or          any other  claims, for that matter.  Though the law is not always          perfectly proportional,  this lack of mutuality  of obligation is          disturbing, particularly  as it arises in  a contractual context.          See generally Crellin Technologies, Inc. v. Equipmentlease Corp.,          ___ _________ __________________________    ____________________          ___ F.3d ___,  ___ (1st Cir. 1994) [No. 93-1615,  slip op. at 15]          (discussing rule  that mutuality of obligation  is a prerequisite          to  a binding bilateral contract; citing numerous cases and other          authorities); Smith, Batchelder & Rugg  v. Foster, 406 A.2d 1310,                        ________________________     ______          1312 (N.H. 1979).                    4.  The Nature of the Claims.  It is also worth noting,                    4.  The Nature of the Claims.                        ________________________          for the sake of completeness, that the bulk of plaintiff's claims          are litigable in any  event simply because they fall  outside the          ambit of  the Purchase  Agreement's closely tailored  arbitration          clause.    For example,  the claims  for  breach of  contract and          wrongful discharge concern plaintiff's  employment rights.  Those          rights are  not mentioned at  all in the Purchase  Agreement.  To          the  contrary, they  come within  the purview  of the  Employment          Letter    a  document  that conspicuously  omits any  arbitration          provision.   Similarly,  many  aspects of  plaintiff's claims  of          fraud,  misrepresentation,  emotional   distress,  unfair   trade          practices, and racketeering relate to his employment rights, and,          to  that extent, also  do not implicate  the Purchase Agreement's          arbitration provision.  And while the remaining claims touch upon          the Purchase Agreement, they do not uniformly "aris[e] under" it.                    No  useful purpose would be served by reciting book and                                          24          verse.  It suffices  to say that, even  if Azure were a party  to          the contract  that contains the operative  arbitration provision,          he  would  not  be  entitled as  of  right  to  an  order staying          litigation of all   or  even most of   McCarthy's claims.   See 9                                                                      ___          U.S.C.   3.15                   D.  Appellant's Third-Party Beneficiary Theory.                   D.  Appellant's Third-Party Beneficiary Theory.                       __________________________________________                    Appellant   next  posits   that,   as   a   third-party          beneficiary of  the Purchase  Agreement's arbitration  clause, he          can compel plaintiff to arbitrate.  This claim also fails.                    As  is  generally  the  case  in  matters  of  contract          interpretation, "[t]he crux in third-party beneficiary analysis .          .  .  is  the  intent  of  the  parties."    Mowbray  v. Moseley,                                                       _______     ________          Hallgarten, Estabrook  & Weeden,  795 F.2d  1111, 1117 (1st  Cir.          _______________________________          1986).   Because  third-party beneficiary  status  constitutes an          exception  to the  general rule  that a  contract does  not grant          enforceable rights to nonsignatories,  see, e.g., Arlington Trust                                                 ___  ____  _______________          Co. v.  Estate of Wood, 465  A.2d 917, 918 (N.H.  1993), a person          ___     ______________          aspiring to such status  must show with special clarity  that the          contracting parties intended  to confer  a benefit on  him.   See                                                                        ___          Mowbray,  795 F.2d  at 1117;  Arlington Trust,  465 A.2d  at 918;          _______                       _______________          Tamposi Assocs. v.  Star Mkt. Co., 406 A.2d 132, 134 (N.H. 1979);          _______________     _____________          see generally 3  E. Allan Farnsworth,  Farnsworth on Contracts             ___ _________                          _______________________                                        ____________________               15Of course, the district court in its discretion could stay          litigation  of nonarbitrable  claims  pending the  outcome of  an          arbitration proceeding.  See Moses H.  Cone, 460 U.S. at 20 n.23;                                   ___ ______________          see also  Genesco, Inc. v. T.  Kakiuchi & Co., 815  F.2d 840, 856          ___ ____  _____________    __________________          (2d Cir. 1987) (recommending stay of nonarbitrable claim when the          arbitrable claim  predominates and the nonarbitrable  claim is of          questionable merit).                                          25          10.3, at 22-23 (1990); 4 Arthur Corbin, Contracts   776 (1951).                                                  _________                    In  this  instance,  we   are  unable  to  discern  any          indication in  the Purchase Agreement  that the parties  meant to          make   their   respective   agents   or   employees   third-party          beneficiaries.   Neither Azure nor any other employee of Theta II          is mentioned explicitly in  the Purchase Agreement; there are  no          meaningful categorical  references; the critical provision in the          contract,  see supra  note 11,  omits any  mention of  agents and                     ___ _____          employees;  and we  can find  no principled  basis for  including          Azure  by  necessary implication  (especially since  the contract          contains an  integration clause).  These  facts strongly militate          against   conferring  third-party   beneficiary  status   upon  a          corporate  officer  with  respect  to arbitration  rights.    See                                                                        ___          Shaffer  v. Stratton Oakmont, Inc.,  756 F. Supp.  365, 369 (N.D.          _______     ______________________          Ill.   1991)  (refusing   to  find   a  third-party   beneficiary          relationship generating  an obligation to arbitrate  in analogous          circumstances);  Lester  v.  Basner,  676 F.  Supp.  481,  484-85                           ______      ______          (S.D.N.Y.  1987) (refusing  to  find an  obligation to  arbitrate          under a  third-party beneficiary theory when  the contract itself          "is  silent as  to whether  [its] terms"  apply to  the purported          third-party beneficiaries).                    The  record is  equally devoid  of anything  that might          intimate a  course  of dealing  between McCarthy,  Theta II,  and          Azure from  which an  intent to create  third-party beneficiaries          plausibly  could be  inferred.   See Mowbray,  795 F.2d  at 1117.                                           ___ _______          And,  finally,  the  Purchase  Agreement neither  calls  for  any                                          26          performance  by the  promisor (McCarthy)  that will  satisfy some          obligation  owed by the promisee (Theta II) to the putative third          party, nor is it "so expressed  as to give the promisor reason to          know that  a benefit  to a  third  party is  contemplated by  the          promisee  as one  of  the motivating  causes  of his  making  the          contract."  Tamposi, 406 A.2d at 134.16                      _______                    To say more would be to polish a star.  For the reasons          indicated, appellant's thrust for relief on the ground that he is          a third-party  beneficiary of  Theta II's agreement  to arbitrate          falls  short.   See Mowbray,  795 F.2d  at 1117; Shaffer,  756 F.                          ___ _______                      _______          Supp. at 369; Lester, 676  F. Supp. at 485; Tamposi, 406  A.2d at                        ______                        _______          134.                          E.  Appellant's Alter Ego Theory.                          E.  Appellant's Alter Ego Theory.                              ____________________________                    McCarthy's complaint  alleges, at one point, that Azure          is the alter ego of Theta II.  The last shot in appellant's sling          derives from this allegation:   he asseverates that he  should be          accorded  the right to  demand arbitration based  on the asserted          equivalence between him  and his corporate principal.   This shot          exhibits  a basic  misunderstanding of  the weapon  appellant has          selected.  Not surprisingly, it misses the mark.                    The alter  ego doctrine is  equitable in nature.   See,                                                                       ___          e.g.,  Harrell v. DCS Equip.  Leasing Corp., 951  F.2d 1453, 1458          ____   _______    _________________________          (5th Cir. 1992); St.  Paul Fire &  Marine Ins. Comp. v.  Pepsico,                           ___________________________________     ________          Inc., 884  F.2d 688,  697 (2d  Cir. 1989);  1 Fletcher, supra,             ____                                                    _____                                        ____________________               16These  requirements are  not  satisfied  merely because  a          third party will benefit  from performance of the contract.   See                                                                        ___          Arlington Trust, 465 A.2d at 918-19.          _______________                                          27          41.25.  As  such, the doctrine can be  invoked "only where equity          requires the action to assist a third party."  1 Fletcher, supra,                                                                     _____          at   41.10; see also In  re Rehabilition of Centaur Ins. Co., 606                      ___ ____ _______________________________________          N.E.2d 291, 296 (Ill.  App. Ct. 1992) (barring a  subsidiary from          piercing  its own  corporate veil  in order  to reach  its parent          because "the  equitable remedy lies with  third parties"), aff'd,                                                                     _____          1994  WL 28672  (Feb. 3,  1994); Village  Press, Inc.  v. Stephen                                           ____________________     _______          Edward  Comp., Inc.,  416 A.2d  1373,  1375 (N.H.  1980) (holding          ___________________          that,  to employ  the  alter ego  doctrine,  "the plaintiff  must          establish  that the  corporate  entity  was  used to  promote  an          injustice or fraud").                    The  case  law  that   appellant  touts  earns  him  no          indulgence.  Without exception,  these cases involve instances in          which  an allegedly aggrieved party has sought to compel a person          or  entity thought  to be  a corporate  signatory's alter  ego to          abide by an arbitration clause.   Typical of the genre is Fisser,                                                                    ______          a case holding that "if the parent is bound to the contract, then          its  marionette [the  alleged alter  ego] is  bound to  submit to          arbitration."  282 F.2d at 234-35.                    We are confronted with a  much different situation.  In          this case, the supposed  wrongdoer seeks to invoke the  alter ego          doctrine in order to  hide behind the corporate entity,  that is,          to  avail  himself of  the corporation's  right  to repair  to an          arbitral  forum and thereby avoid a jury  trial.  As appellant is          not  even  arguably  an  innocent third  party  disadvantaged  by          someone else's blurring of the line between a corporation and the                                          28          person who controls it,  but, rather, is  himself the one who  is          claimed to have obscured  the line, he cannot be permitted to use          the alter ego designation to his own behoof.17          III.  CONCLUSION          III.  CONCLUSION                    We need go no further.  Although the Purchase Agreement          does contain an  arbitration clause,  it is narrow  in scope  and          does  not extend  the right  to compel  arbitration to  agents or          employees of  the  corporate  signatory.    By  like  token,  the          Purchase Agreement does not make  manifest an intention to confer          third-party beneficiary  status on any such  agents or employees.          And,  finally, appellant  cannot  rely on  plaintiff's alter  ego          claim to  draw an equivalence  between himself and  his corporate          principal  for his own benefit.  In  sum, there is no contractual          or  other legal lever by  which appellant can  force plaintiff to          arbitrate the  "individual capacity" claims that  are the subject          of the underlying  suit.  Because this is so,  the district court          appropriately  refused  to   grant  the  relief  that   appellant          requested.18                                        ____________________               17We  note   that,  although  plaintiff  has   alleged  that          appellant  is  the alter  ego of  Theta  II, appellant  has never          admitted the truth of the allegation.  While not necessary to our          decision, we  are impelled  to remark the  obvious:  it  would be          strange  if an equitable doctrine  could be construed  to allow a          party, on one hand,  to resist the characterization that he  is a          corporation's  alter ego, and, on  the second hand,  to allow him          simultaneously  to  use  that  characterization as  a  device  to          sidetrack the characterizer's suit.               18On  remand, the  district  court,  by  appropriate  order,          should conform plaintiff's complaint to the  representations made          in this court, see  supra note 4, dismissing any  claims asserted                         ___  _____          against  Azure  in a  representative  capacity  and striking  all          related references from the complaint.                                          29                    The  order appealed  from is affirmed  and the  case is                    The  order appealed  from is affirmed  and the  case is                    _______________________________________________________          remanded  to the  district court  for further  proceedings.   The          remanded  to the  district court  for further  proceedings.   The          __________________________________________________________    ___          motions pending  in this court  are denied  without prejudice  to          motions pending  in this court  are denied  without prejudice  to          _________________________________________________________________          their renewal below.  Costs in favor of appellee.          their renewal below.  Costs in favor of appellee.          ___________________   __________________________                                          30
