Griffin v. Country Credit, LLC (In re Griffin)
Griffin v. Country Credit, LLC (In re Griffin)
Opinion of the Court
This matter came before the Court for hearing on December 15, 2017 (the "Hearing"), on the Defendant Country Credit, LLC's Motion to Compel Arbitration and to Dismiss or Stay Claims Pending Arbitration (the "Motion to Compel Arbitration or Stay Claims") (Adv. Dkt. 13)
Jurisdiction
This Court has jurisdiction over the parties to and the subject matter of this Adversary pursuant to
*798Facts
1. On May 2, 2016, the Debtor entered into the Disclosure Statement, Promissory Note and Security Agreement (the "Loan Agreement") with Country Credit (Ex. 1). The Debtor financed $2,025.04 with a 43.47% annual rate of interest to be paid in fifteen (15) equal installments of $178.00 for a total payment to Country Credit of $2,670.00. (Id. ) Additionally, the Debtor obtained from Country Credit credit life insurance at $53.75 per annum, credit disability insurance at $101.46 per annum, and credit property insurance at $131.02 per annum. (Id. )
2. The Loan Agreement consists of two (2) pages. The Debtor's signature appears at the bottom of the first page. On the second page, the following language (the "Arbitration Disclaimer") appears beneath the "Arbitration Agreement" heading: "The parties have this day entered into a separate arbitration agreement which affects certain rights of the borrower which is incorporated herein by reference and made a part hereof as if fully copied herein." (Ex. 1). The Debtor's initials appear at the bottom of the second page of the Loan Agreement.
3. The Alternative Dispute Resolution (Arbitration) Agreement (the "Arbitration Agreement") consists of two (2) pages and follows the Loan Agreement. (Ex. 1). The Arbitration Agreement "is entered into as part of the Loan Agreement." (Id. ) Additionally, the Arbitration Agreement "covers claims that ... arise out of or relate to this Agreement or the Loan Agreement." (Id. )
4. In Country Credit's Brief, Country Credit asserts that the Arbitration Agreement contains a delegation clause.
5. On May 18, 2017, the Debtor filed a petition for relief under chapter 13 of the Code. (Bankr. Dkt. 1).
6. On August 4, 2017, the Debtor filed the Complaint (the "Complaint") in this Adversary alleging that Country Credit violated the Truth in Lending Act,
7. On September 5, 2017, Country Credit filed the Answer and Affirmative Defenses to Complaint [Adv. Proc. Dkt. # 1 ] (the "Answer") (Adv. Dkt. 5). On September 21, 2017, Country Credit filed the Amended Answer and Affirmative Defenses to Complaint [Adv. Proc. Dkt. # 1 ] (the "Amended Answer") (Adv. Dkt. 8). On October 30, 2017, Country Credit filed the Second Amended Answer and Affirmative Defenses to Complaint [Adv. Proc. Dkt. # 1 ] (the "Second Amended Answer") (Adv. Dkt. 12), denying that it violated the Truth in Lending Act and demanding "a jury trial on all of the claim [sic ] raised in the Adversary Proceeding Complaint." (Id. )
8. On November 1, 2017, Country Credit filed the Motion to Compel Arbitration or Stay Claims. In support of compelling arbitration, Country Credit asserted that the Debtor signed the Loan Agreement containing the Arbitration Disclaimer and signed the Arbitration Agreement, "thereby acknowledging the existence of the Arbitration Agreement with Country *799Credit and specifically agreeing to be bound by its terms." (Adv. Dkt. 13).
9. On November 27, 2017, the Debtor filed the Debtor's Response. In support of litigation, the Debtor asserted (1) that Country Credit waived the right to enforce the Arbitration Agreement; (2) that the Arbitration Agreement, if enforced, would negatively impact the Debtor's estate; (3) that granting the Motion to Compel Arbitration or Stay Claims would allow Country Credit to engage in forum shopping; (4) that the Arbitration Agreement contains waiver provisions that may be triggered in this Adversary; and (5) that procedural and substantive unconscionability preclude enforcement of the Arbitration Agreement. The Debtor attached to the Debtor's Response the Defendant Country Credit, LLC's Responses to Requests for Admission (the "Responses to Requests for Admission") (Adv. Dkt. 16-1) and Defendant Country Credit, LLC's Supplemental Responses to Requests for Admission (the "Supplemental Responses to Requests for Admission") (Adv. Dkt. 16-2).
10. On December 11, 2017, Country Credit filed Country Credit's Reply asserting (1) that the Debtor agreed to arbitrate the claims at issue, and the Debtor's claims do not fall within the "Small Claims Exception" to the Arbitration Agreement because the Debtor seeks attorneys' fees and punitive damages; (2) that the Debtor did not meet his burden of overcoming the presumption against waiver of the right to arbitrate; (3) that seeking to compel arbitration is not forum shopping; (4) that the Code does not bar enforcement of the Arbitration Agreement; and (5) that the Arbitration Agreement is not unconscionable.
11. At the Hearing, the Parties presented to the Court the Loan Agreement; the Schedule of Insurance (the "Life Insurance Agreement") (Ex. 2), which includes arbitration provisions;
Discussion
The Supreme Court of the United States has long acknowledged "a national policy favoring arbitration when the parties contract for that mode of dispute resolution." Preston v. Ferrer ,
Thus, the enforcement of an arbitration agreement is a matter of both contract formation and contract interpretation. Kubala v. Supreme Prod. Servs., Inc. ,
Here, Country Credit contends that the Arbitration Agreement contains a valid and enforceable delegation clause (Adv. Dkt. 14). As a result, the Court will address whether the Parties entered into a valid agreement to arbitrate "some set of claims" and, if so, whether that agreement contains a delegation clause requiring the Parties' claims to proceed to arbitration "for gateway rulings on threshold arbitrability issues."
A. Did the Parties enter into a valid agreement to arbitrate a set of claims?
The "federal policy favoring arbitration does not apply to the determination of whether there is a valid agreement to arbitrate between the parties." Fleetwood Enters., Inc. v. Gaskamp ,
Under Mississippi law, "[t]he elements of a valid contract are: '(1) two or more contracting parties, (2) consideration, (3) an agreement that is sufficiently definite, (4) parties with legal capacity to make *801a contract, (5) mutual assent, and (6) no legal prohibition precluding contract formation.' " Rotenberry v. Hooker ,
First, the Arbitration Agreement is between two or more parties-the Debtor and Country Credit.
B. Does the Arbitration Agreement contain a delegation clause requiring the Parties' claims to proceed to arbitration?
In Country Credit's Brief, Country Credit asserted that "[t]he Arbitration *802Agreement contains a delegation of threshold issues of arbitrability to the arbitrator." (Adv. Dkt. 14 at 6). When an agreement contains a valid delegation clause, the court, absent an exceptional circumstance, must "refer a claim to arbitration to allow the arbitrator to decide gateway arbitrability issues." Kubala ,
This agreement to arbitrate covers claims that (a) arise out of or relate to this Agreement or the Loan Agreement; (b) arise out of or relate to any past transactions or dealings between us; (c) arise out of or relate to any future transactions or dealings between us; and (d) disputes about whether any claims, controversies, or disputes between us are subject to arbitration to the extent permitted by federal law .
* * *
Examples of disputes that are required to be arbitrated under this Agreement include ... [claims] that any Alternative Dispute Resolution Agreement between us is void or voidable based on alleged fraud, unconscionability, duress, illegality, or any other ground ... [claims] that the parties never entered into a Loan Agreement or an Alternative Dispute Resolution Agreement; [claims] regarding the scope or interpretation of any Loan Agreement or any Alternative Dispute Resolution Agreement ... [and] alleged violations of federal or state statutes.
(Ex. 1 at 3) (emphasis added). Accordingly, the Court finds that the Arbitration Agreement contains a valid delegation clause because "the parties agreed that the arbitrator and not the court should be the decisionmaker on whether a given claim is arbitrable." Kubala ,
1. Arbitration would not conflict with the purposes of the Code.
A "bankruptcy court has discretion to deny enforcement of the arbitration clause only when enforcement would conflict with the purpose or provisions of the Code." Gandy v. Gandy (In re Gandy) ,
A core proceeding is one that "arises under" or "arises in" a case under title 11.
A non-core proceeding is a matter that would exist outside of the bankruptcy, but is "related to" a bankruptcy case.
In the Complaint, the Debtor asserts that the Adversary is a core proceeding under
2. Country Credit did not waive its right to compel arbitration.
At the Hearing and in the Debtor's Brief, the Debtor asserted that Country Credit is in default on its right to arbitrate under § 3 of the FAA
In response, Country Credit argued that its actions in the Adversary do not amount to waiver of its right to seek arbitration. Particularly, Country Credit has not served any discovery in the Adversary but rather answered requests for admission. (Adv. Dkt. 18). Further, Country Credit noted that it has not taken or participated in any depositions, and it has not filed any dispositive motions in the Adversary. (Id. )
Since federal policy favors arbitration, "[t]here is a strong presumption against finding a waiver of arbitration." Republic Ins. Co. v. PAICO Receivables, LLC ,
A party invokes the judicial process when "at the very least, [it] engage[s] in some overt act in court that evinces a desire to resolve the arbitrable dispute through litigation rather than arbitration." Subway Equip. Leasing Corp. v. Forte ,
Before filing the Motion to Compel Arbitration or Stay Claims, Country Credit filed the Answer on September 5, 2017, and the Amended Answer on September 21, 2017. On October 12, 2017, Country Credit submitted to the Debtor its Responses to Requests for Admission. On October 27, 2017, Country Credit submitted to the Debtor its Supplemental Responses to Requests for Admission. Three days later, Country Credit filed the Second Amended Answer in the Adversary. In the Second Amended Answer, Country Credit stated that it "demands a jury trial on all of the claim [sic ] raised in the Adversary Proceeding Complaint, and Country Credit, LLC does not consent to having a jury trial conducted by a Bankruptcy Judge ... or to the entry of final orders or judgment by the Bankruptcy Court." (Adv. Dkt. 12). Two days after filing the Second Amended Answer, Country Credit filed the Motion to Compel Arbitration or Stay Claims in the Adversary. At the Hearing, Country Credit argued that it answered the Debtor's requests for admission because it did not want any allegations to be deemed admitted and noted that it did not conduct any discovery of its own.
When "the party seeking arbitration has made a timely demand for arbitration at or before the commencement of judicial proceedings in the [t]rial [c]ourt, the burden of proving waiver falls even *805more heavily on the shoulders of the party seeking to prove waiver." SW Indus. Import & Export, Inc. v. Wilmod Co. ,
Like the Fifth Circuit found in Tenneco Resins, Inc. , the Court finds here that the record in the Adversary "does not fairly support a conclusion that [Country Credit] has substantially utilized the legal process before moving for a stay of judicial proceedings so that the dispute could be settled by arbitration."
Conclusion
For the above and foregoing reasons, the Court concludes that the Parties agreed to arbitrate their claims under Mississippi law. Further, the Arbitration Agreement contains a valid delegation clause requiring the Debtor's claims to proceed to arbitration for the arbitrator to decide gateway arbitrability issues. Additionally, the Adversary is a non-core proceeding, and the Court does not have discretion to refuse to compel arbitration. Finally, Country Credit did not substantially *806invoke the judicial process and, therefore, has not waived its right to enforce the Arbitration Agreement.
The Court further concludes that the Adversary should be stayed until further order of this Court for purposes of allowing arbitration to proceed and for entry of a final and binding decision or award, but not for entry of a judgment in any court of competent jurisdiction or for purposes of collection of any award that may be obtained by Country Credit through the arbitration process.
To the extent the Court has not addressed any of the Parties' other arguments or positions, it has considered them and determined they would not alter the result. A separate final judgment shall be entered in accordance with Rules 7054 and 9021 of the Federal Rules of Bankruptcy Procedure.
SO ORDERED
Citations to the record are as follows: (1) citations to docket entries in the above-styled adversary proceeding (the "Adversary") are cited as "(Adv. Dkt. __)"; and (2) citations to docket entries in the above-styled bankruptcy case (the "Bankruptcy Case") are cited as "(Bankr. Dkt. __)".
Pursuant to Rule 52 of the Federal Rules of Civil Procedure, as made applicable to the Adversary by Rule 7052 of the Federal Rules of Bankruptcy Procedure, the following constitutes the findings of fact and conclusions of law of the Court.
The Life Insurance Agreement's arbitration provisions govern "any controversy arising out of or relating in any way to this certificate of insurance or the sale of this insurance, including for recovery of any claim under this certificate of insurance and including the applicability of this arbitration clause and the validity of this certificate of insurance." Neither the Life Insurance Agreement nor its arbitration provisions mention Country Credit or define it as a party to the contract. Accordingly, the Court will disregard the Life Insurance Agreement for the purposes of this Adversary.
Likewise, the Property Insurance Agreement's arbitration provisions govern "any controversy arising out of or relating in any way to this certificate of insurance or the sale of this insurance, including for recovery of any claim under this certificate of insurance and including the applicability of this arbitration clause and the validity of this certificate of insurance." Neither the Property Insurance Agreement nor its arbitration provisions mention Country Credit or define it as a party to the contract. Accordingly, the Adversary is distinguishable from this Court's recent opinion in Willis v. Tower Loan of Mississippi, LLC (In re Willis) , and the Court will disregard the Property Insurance Agreement for the purposes of this Adversary. See In re Willis ,
The Arbitration Agreement defines the parties as Country Credit "together with all of its directors, officers, employees, agents, parent corporations, subsidiary corporations, corporations affiliated with Country Credit ... by direct or indirect common ownership, any person or entity that may be held jointly and severally liable with [Country Credit], and assignees of any of the foregoing" and the Debtor "who ha[s] entered into this Agreement and those who have entered into the Loan Agreement entered into on this same date ... together with all of his ... executors, successors, assigns, and any person who claims rights arising out of or relating to the relationship between [the Debtor and Country Credit]." (Ex. 1).
The Arbitration Agreement provides, "With limited exceptions, [the Debtor] and [Country Credit] agree that any and all disputes, claims, or controversies of any kind and nature between us arising out of or relating to the relationship between us will be resolved through mandatory, binding arbitration." (Ex. 1).
The Loan Agreement provides, "FOR VALUE RECEIVED: [the Debtor] promises to pay to the order of [Country Credit] named above, at its office, and subject to the terms hereof the Total of Payments as stated above in consecutive monthly installments as stated as beginning on the due date for the first payment stated above and continuing on the same day of each succeeding month thereafter until fully paid." (Ex. 1).
Even if the Adversary somehow did constitute a core proceeding, Country Credit's assertion at the Hearing to pay all costs of the arbitration, including the initial filing fee, and to "forgo seeking any award of fees and costs by the arbitrator" alleviates the Debtor's concerns about the arbitration costs negatively impacting the Debtor's bankruptcy estate and interfering with his fresh start. (Adv. Dkt. 18).
Section 3 of the FAA provides, "If any suit or proceeding be brought in any of the courts of the United States upon any issue referable to arbitration under an agreement in writing for such arbitration, the court in which such suit is pending, upon being satisfied that the issue involved in such suit or proceeding is referable to arbitration under such an agreement, shall on application of one of the parties stay the trial of the action until such arbitration has been had in accordance with the terms of the agreement, providing the applicant for the stay is not in default in proceeding with such arbitration."
Reference
- Full Case Name
- IN RE: Joseph D. GRIFFIN, Debtor. Joseph D. Griffin v. Country Credit, LLC
- Status
- Published