IMA Financial Group, Inc. et al. v. Bryan et al.

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF KANSAS
IMA FINANCIAL GROUP, INC., et al.,
Plaintiffs,
v.
RICHARD BRYAN, et al.,
Defendants.
Case No. 6:26-cv-01119-HLT-RES
MEMORANDUM AND ORDER
Defendants Richard Bryan, Allyn Roberts, and Jason Homrighaus are former employees
of Plaintiffs IMA Financial Group, Inc. and IMA Inc. (collectively, IMA). IMA sued Defendants
after they left their jobs and began working for a competitor. The instant dispute involves a conflict
between two contracts. The first contract is a confidentiality and non-solicitation agreement (NSA
Agreement) that contains a forum-selection clause providing for Kansas state or federal courts.
The second contract is a Shareholder Agreement that contains an arbitration provision for disputes
arising by reason of Defendant’s employment with IMA. IMA contends the first contract controls,
and Defendants contend the second contract controls and move to compel arbitration. Doc. 5.
Kansas law follows ordinary contract law that parties may modify a written contract by a
subsequent contract and that the later contract generally controls if the two contracts are in conflict.
The Shareholder Agreement is the later written contract signed by both parties and its arbitration
clause is broad, exclusive, and covers the asserted employment-related claims. The Shareholder
Agreement thus displaces the earlier forum-selection clause. The Court grants the motion, compels
arbitration, and stays this case.
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I. 	BACKGROUND1
IMA provides financial services. Doc. 1-1 at ¶ 8. Defendants are former employees of IMA.
Id. ¶ 9. Bryan worked as a senior leader from October 2020 until September 2025, when he left to
join Howden. Id. ¶ 10. Roberts worked as a producer from June 2021 until January 2026, when he
left to join Howden. Id. ¶ 11. Homrighaus also worked as a producer from June 2021 until January
2026, when he left to join Howden. Id. ¶ 12.
Defendants all signed NSA Agreements with IMA, which had different restrictive
provisions. Id. ¶¶ 14-19. The NSA Agreements required Defendants to agree to various
confidentiality and post-employment obligations in exchange for compensation, including the
option to purchase IMA stock. Doc. 6-3 at 4-5. Paragraph 14 of the NSA Agreements states that
the agreements “can be terminated, changed, or supplemented only by instrument in writing,
signed by both Parties,” and that “[t]he provisions of this Agreement shall be in addition to those
of any other agreements between the Parties, all of which are to be construed as complementary to
each other and shall be cumulative in[] effect.” Id. at 12. But the NSA Agreements also state: “If
there are inconsistencies between this Agreement[] and other agreements with respect to the
matters set forth herein, this Agreement shall supersede and control.” Id. The NSA Agreements all
state that any litigation between the parties, including but not limited to disputes about the subject
matter or terms of the NSA Agreements, shall be litigated in state or federal court in Sedgwick
County, Kansas, and that forum is the exclusive and only proper forum for such disputes. Id. at 13.
In exchange for signing the NSA Agreements, IMA allowed Defendants to purchase stock,
which they all did pursuant to IMA’s Shareholder Agreement. Doc. 6-1 at 1-2;2 Doc. 6-2 at 1; Doc.
1 	The following facts are taken from the complaint and the parties’ briefing and are accepted as true at this stage.
2 	Bryan apparently went through this process twice: he signed an NSA Agreement in 2020 and then bought stock
under the Shareholder Agreement, and then he again signed a second NSA Agreement in 2022 and again bought
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6-3 at 1. 3 The Shareholder Agreement states that it applies to anyone who becomes a shareholder
after the execution of the agreement. Doc. 6-3 at 29. The Shareholder Agreement includes a
mandatory arbitration provision. Id. at 27. It states that any dispute “with respect to the
interpretation of this Agreement or any matter arising in connection with or by reason of
Stockholder’s . . . employment with IMA” is subject to mandatory and binding arbitration. Id.
Arbitration under the Shareholder Agreement is the exclusive remedy for any dispute. Id. at 28.
The Shareholder Agreement states that certain former agreements are null and void and
superseded, but this provision only applies to “previously executed stock purchase agreements,
redemption agreements, or similar agreements.” Id. at 29. Defendants all continue to own IMA
stock. Doc. 6-1 at 2; Doc. 6-2 at 1; Doc. 6-3 at 1.
Roberts also signed a promissory note on July 21, 2021, which required him to pay the
outstanding balance upon termination of his employment with IMA. Doc. 1-1 at ¶ 21. The
promissory note had a forum-selection clause designating the courts in Wichita, Kansas, as the
exclusive body to hear disputes. Id.; see also Doc. 15-3. Roberts and Homrighaus also had
compensation plans that required them to pay the difference in the draw received and the amount
of compensation earned upon termination with IMA. Doc. 1-1 at ¶ 22. It’s not clear if the
compensation plan is contained in any of the agreements that are part of the record or is a different
agreement altogether.
After Bryan left IMA to join Howden, three IMA employees from Bryan’s office left to
join Howden. Id. ¶ 23. On information and belief, IMA contends Bryan has solicited IMA clients
stock under the Shareholder Agreement in 2022. Doc. 6-1 at 1-2. This chain of events doesn’t seem to meaningfully
impact the analysis.
3 	There’s no signed Shareholder Agreement in the record, nor is it clear when anyone signed it. But the parties don’t
seem to dispute that Defendants acquired stock pursuant to that agreement after they signed the NSA Agreements.
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to move their business to Howden. Id. ¶ 26. Several IMA clients previously serviced by Roberts
and Homrighaus have notified IMA that Howden was their new broker. Id. ¶¶ 27-28. Several
clients have requested their information from IMA using nearly verbatim requests, suggesting they
were being coached about what information to request. Id. ¶ 29. Some clients have stated they had
been in communication with Roberts or Homrighaus before naming Howden as their new broker.
Id. ¶ 30. On information and belief, IMA contends Roberts and Homrighaus have solicited IMA
clients to move to Howden in violation of their NSA Agreements. Id. ¶ 31.
At the time Roberts and Homrighaus left IMA, they had a draw deficit. Id. ¶ 24. Both have
been notified of the amount owed but neither have paid. Id. Roberts also owed on the promissory
note but has not paid. Id. ¶ 25.
IMA filed suit in state court in Sedgwick County, Kansas, alleging that Defendants
breached their agreements. Defendants removed the case and now move to compel arbitration
under the arbitration provision in the Shareholder Agreement.
II. 	STANDARD
The Federal Arbitration Act states that arbitration agreements are “valid, irrevocable, and
enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.”
9 U.S.C. § 2. The FAA is a “congressional declaration of a liberal federal policy favoring
arbitration agreements.” Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24
(1983).
A court analyzes two issues before compelling arbitration: (1) whether an agreement to
arbitrate exists, and (2) whether the allegations in the complaint are within the scope of the
agreement. See Cavlovic v. J.C. Penney Corp., 884 F.3d 1051, 1057 (10th Cir. 2018). The
framework for deciding whether an agreement to arbitrate exists is like summary judgment. See
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Bellman v. i3Carbon, LLC, 563 F. App’x 608, 612 (10th Cir. 2014). The moving party bears the
initial burden of showing the existence of an agreement to arbitrate. Id. If shown, the burden shifts
to the non-moving party to raise a genuine dispute of fact about the existence of an agreement. Id.
If there is a factual dispute whether the parties made an agreement to arbitrate, a trial may
be needed. Id. But “[w]hen parties do not dispute the material facts surrounding an arbitration
provision, then a district court, while viewing the facts most favorable to the non-moving party,
can decide as a matter of law whether the parties actually agreed to arbitrate.” Ragab v. Howard,
841 F.3d 1134, 1139 (10th Cir. 2016).
III. 	ANALYSIS
It is undisputed that the parties entered into at least two agreements.4 First, Defendants
signed the NSA Agreements, which puts all disputes in court. Second, after the parties signed the
NSA Agreements, they became parties to the Shareholder Agreement, which puts disputes about
Defendants’ employment with IMA in arbitration. The parties do not seem to dispute that the
claims in this case would fall within the Shareholder Agreement’s arbitration clause should that
agreement’s arbitration clause control. Thus, the issue the Court must decide is whether the
arbitration clause in the Shareholder Agreement controls over the forum-selection clause in the
NSA Agreements.
The Supreme Court has explained that which contract controls is a question for a court to
decide. Coinbase, Inc. v. Suski, 602 U.S. 143, 145 (2024) (“Here, then, before either the delegation
4 	IMA asserts a breach of contract claim against Roberts based on a promissory note and against Roberts and
Homrighaus for repayment of unearned commissions. The promissory note is governed by Kansas law and has a
forum-selection clause designating courts in Wichita, Kansas (like the NSA Agreements). Doc. 15-3 at 2. Other
than the fact that Roberts signed the promissory note on July 21, 2021, there is nothing in the record about the
timing of the execution of the Shareholder Agreement compared to the execution of the promissory note. It’s
unclear what the unearned-commissions claim is based on. Neither party meaningfully argues that the promissory
note or any other agreement impacts the analysis. All parties focus on the priority of the NSA Agreement versus
the Shareholder Agreement. The Court therefore focuses on these two contracts, both of which all Defendants
signed.
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provision or the forum selection clause can be enforced, a court needs to decide what the parties
have agreed to—i.e., which contract controls.”). “[W]hether a party agreed to arbitration is a
contract issue, meaning arbitration clauses are only valid if the parties intended to arbitrate.”
Ragab, 841 F.3d at 1137. State-law principles control whether the parties agreed to arbitrate. Id.
The NSA Agreements and the Shareholder Agreement are governed by Kansas law. Doc. 6-3 at
13, 29. The Court therefore relies on Kansas law to determine whether the parties agreed to
arbitrate, i.e., whether the Shareholder Agreement controls over the NSA Agreements in terms of
dispute resolution.
The analysis here is straightforward. Kansas law states that “a written contract may be
varied, modified, waived, annulled, or wholly set aside by any subsequent executed contract.” Hill
v. Ricoh Americas Corp., 603 F.3d 766, 777 (10th Cir. 2010) (internal quotation and citation
omitted). “If two successive contracts are in conflict, the later supersedes the earlier one.” Id. Here,
the Shareholder Agreement is a later written agreement signed by both parties. Its arbitration clause
is broad and exclusive and covers “any dispute” that arises “in connection with or by reason of
[Defendant’s] . . . employment with IMA . . . .” Doc. 6-3 at 27. The asserted claims are
employment-related disputes that arise by reason of each Defendant’s employment with IMA. This
arbitration provision modifies or displaces the forum-selection clause in the NSA Agreements and
controls.
IMA resists this outcome and relies heavily on a clause in the NSA Agreements that states:
“If there are inconsistencies between this Agreement[] and other agreements with respect to the
matters set forth herein, this Agreement shall supersede and control.” Id. at 12. IMA contends that
this provision overrides all conflicting agreements, including future agreements. But there are two
problems with this argument.
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First, it reflects an unreasonably broad reading of the clause because it ignores other
language in the NSA Agreements (which expressly recognizes the ability to modify the contract).
The paragraph IMA relies on states:
Id. This paragraph does contain the language upon which IMA relies. But a few sentences earlier
it also expressly recognizes that “[t]his Agreement can be terminated, changed, or supplemented
only by instrument in writing, signed by both Parties.” Id. The Shareholder Agreement is an
instrument in writing, signed by each Defendant and IMA, that changes the dispute-resolution
process. The Shareholder Agreement thus satisfies the plain language of the NSA Agreement for
changes or supplements. Reading the clause upon which IMA relies in the manner IMA contends
renders this sentence superfluous and nonsensical (e.g., the parties can’t terminate, change, or
supplement the NSA Agreement because the NSA Agreement supersedes and controls any future
inconsistencies). A more logical and consistent reading is that the clause upon which IMA relies
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focuses on prior agreements between the parties, not subsequent ones. This reading is consistent
with the dictionary definition of “supersede” 5 and with the contract as a whole.6
Second, and relatedly, the outcome IMA advocates for ignores the general principle that
parties to a contract have the freedom to use subsequent contracts to adjust contractual bargains
they have already struck. Kansas courts have long recognized this freedom:
It is well settled, that the terms of a written contract cannot be varied
by any previously executed contract, written or parol, nor by any
contemporaneous parol contract. It is equally well settled, that the
terms of a written contract may be varied, modified, waived,
annulled, or 	wholly set aside, by any subsequently executed
contract, whether such subsequently executed contract be in writing
or in parol.
Todd v. Allen, 1877 WL 1097, at *2 (Kan. 1877). And other courts have echoed it:
What is excluded by one act is restored by another. You may put it
out by the door; it is back through the window. Whenever two men
contract, no limitation self-imposed can destroy their power to
contract again.
Beatty v. Guggenheim Exploration Co., 122 N.E. 378, 381 (N.Y. 1919) (Cardozo, J.), supersession
by state statute recognized by Israel v. Chabra, 906 N.E.2d 374, 378-79 (N.Y. 2009). Parties in
Kansas have the power to modify their contracts with each other even if they agreed at an earlier
time that they could not. Here, in contracts written by IMA, the parties modified the earlier
contract. And IMA has not pointed to a state (or federal) statute that would limit their ability to do
so under these circumstances.
5 	See, e.g., Black’s Law Dictionary (12th ed. 2024) (“To annul, make void, or repeal by taking the place of[.]”);
https://www.merriam-webster.com/dictionary/supersede (“[T]o take the place or position of[,]” with example
referencing previous edition.); https://www.oed.com/dictionary/supersede_v?tab=meaning_and_use#19689955
(“To make of no effect; to render void, nugatory, or useless; to annul; to override; to take precedence over.”).
6 	The NSA Agreement states that it “supersedes any prior understanding and oral agreements.” Doc. 6-3 at 12
(emphasis added). If IMA is correct, then this sentence is also superfluous because the NSA Agreement controls
all other agreements—past, present, and future.
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In sum, the parties executed the NSA Agreements, which had a forum-selection clause that
favored a court resolving disputes. They subsequently executed the Shareholder Agreement, which
states that any employment-related disputes will be resolved in arbitration. Under Kansas law, the
subsequent Shareholder Agreement modified and superseded the parties’ agreement about where
certain disputes will be resolved and changed that forum from court to arbitration. This
modification was in accordance with the terms of the NSA Agreements allowing for the same. But
even if it had not been consistent with the terms of the NSA Agreement, the later in time agreement
would still control the result. Under Kansas law, parties are not shackled to contractual obligations
they both rethink and later contract to change. Obligations created by earlier agreements do not
control over conflicting obligations found in later agreements. Because it is undisputed that the
claims in this case relate to Defendants’ employment with IMA, this dispute belongs in arbitration
under the terms of the Shareholder Agreement.
IV. 	CONCLUSION
THE COURT THEREFORE ORDERS that Defendants’ Motion to Compel Arbitration
(Doc. 5) is GRANTED. The Court compels arbitration and stays this case.
THE COURT FURTHER ORDERS Defendants shall file a status report in six months or
within fourteen days of the conclusion of arbitration, whichever is earlier.
IT IS SO ORDERED.
Dated: October 15, 2026 	/s/ Holly L. Teeter
HOLLY L. TEETER
UNITED STATES DISTRICT JUDGE
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