Akilah Louise Wofford v. M.J. Edwards & Sons Funeral Home Inc.
490 S.W.3d 800
Tenn. Ct. App.2015Background
- Akilah Wofford arranged her father’s funeral with M.J. Edwards; Edwards took possession of the body and performed services before final paperwork was signed.
- On June 12, 2013 Wofford signed a two-page purchase agreement (Part 2) that listed prices and contained a bold notice referencing “Part Three” and stating claims would be resolved by arbitration; she was not given Parts 3–4.
- Part 3 (not provided to Wofford) contained a detailed mandatory AAA arbitration clause; Edwards later sought to compel arbitration of Wofford’s class-action tort claims about cemetery mishandling.
- The trial court denied Edwards’s motion to compel arbitration, finding no meeting of the minds as to Part 3 and ruling the arbitration clause in Part 2 unenforceable given the circumstances.
- On appeal, the Court of Appeals affirmed: Part 3 was not incorporated by reference into the signed contract, and the arbitration provision actually before the court was unconscionable and beyond an ordinary person’s expectations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Part 3 was incorporated into the signed contract | Wofford: she never received Part 3, so it was not part of the agreement | Edwards: Part 2 referenced Part 3; a signer is presumed bound and Parts 3–4 were incorporated by reference | Not incorporated — no objective mutual assent because Wofford never had opportunity to review Part 3 |
| Whether the arbitration clause in the signed contract (Part 2) was enforceable | Wofford: clause was in an adhesion contract, procedurally and substantively unconscionable and beyond ordinary expectations | Edwards: clause was conspicuous and enforceable; statutes can supply procedural gaps | Unenforceable — contract is adhesive and the minimal arbitration notice was one-sided, unclear, and beyond reasonable expectations |
| Whether estoppel requires enforcement because Wofford sued on the contract | Wofford: arbitration clause is severable and unconscionable; estoppel not raised below | Edwards: Wofford accepted benefits and should be bound by instrument provisions | Estoppel declined — arbitration clause is severable and the argument was not preserved in trial court |
| Whether FAA or federal law controls (raised on appeal) | Wofford: parties litigated under Tennessee law; FAA not timely raised | Edwards: FAA may apply because funeral services involve federal regulation | Waived — Edwards failed to raise FAA applicability below; Tennessee law governs the arbitration-formation issues |
Key Cases Cited
- Buraczynski v. Eyring, 919 S.W.2d 314 (Tenn. 1996) (defines adhesion-contract analysis for arbitration clauses and factors bearing on unconscionability)
- Allstate Ins. Co. v. Tarrant, 363 S.W.3d 508 (Tenn. 2012) (mutual assent/meeting-of-the-minds requirement for contract formation)
- Berent v. CMH Homes, Inc., 466 S.W.3d 740 (Tenn. 2015) (unconscionability evaluated contextually; non-mutual forum-selection not per se invalid)
- Owens v. Nat'l Health Corp., 263 S.W.3d 876 (Tenn. 2007) (standard of review and enforcement principles for arbitration agreements)
- Howell v. NHC Healthcare–Fort Sanders, Inc., 109 S.W.3d 731 (Tenn. Ct. App. 2003) (refusal to enforce arbitration clause in an adhesion setting where waiver of jury right was not explained)
- Taylor v. Butler, 142 S.W.3d 277 (Tenn. 2004) (severability of arbitration provisions and analysis of one-sided remedies)
- T.R. Mills Contractors, Inc. v. WRH Enters., LLC, 93 S.W.3d 861 (Tenn. Ct. App. 2002) (incorporation-by-reference and arbitration enforcement in construction-contract context)
- Giles v. Allstate Ins. Co., 871 S.W.2d 154 (Tenn. Ct. App. 1993) (presumption that a signer has read and is bound by a contract in absence of fraud)