661 S.W.3d 720
Ark. Ct. App.2023Background
- Plaintiff William Campbell subscribed to Suddenlink cable service and later sued for unjust enrichment and violations of the Arkansas Deceptive Trade Practices Act, alleging he never signed a written contract, was improperly charged late fees, and was charged for services he did not receive.
- Suddenlink moved to compel arbitration, relying chiefly on an October 9, 2019 installation work order signed by Campbell on a technician’s mobile device that stated: by signing, customer acknowledges the work order and general terms and conditions (available at Suddenlink.net/serviceinfo) have been read and agreed to.
- Suddenlink also pointed to recurring monthly invoices that included a link to the Residential Service Agreement (RSA) and language that payment confirmed acceptance of the RSA.
- The circuit court denied the motion to compel arbitration; Suddenlink appealed.
- The Court of Appeals reversed: it held Campbell manifested assent to the RSA (and its arbitration clause) by signing the installation work order; the arbitration clause is broadly written and covers Campbell’s ADTPA and unjust-enrichment claims; Campbell’s defenses (merger-clause/parol evidence, mutuality/unconscionability, and franchise-ordinance challenges) were rejected or deemed for the arbitrator.
Issues
| Issue | Plaintiff's Argument (Campbell) | Defendant's Argument (Suddenlink / Altice) | Held |
|---|---|---|---|
| 1) Did the parties form a valid arbitration agreement? | Campbell: no written arbitration agreement; he never signed such a contract. | Suddenlink: Campbell signed the installation work order acknowledging and agreeing to general terms (including the RSA) presented at the appointment. | Held: Yes—Campbell manifested assent by signing the work order acknowledging he read and agreed to the terms. |
| 2) Can Suddenlink rely on the work order despite the RSA merger clause? | Campbell: merger clause/entire-agreement bars using the work order as extrinsic evidence. | Suddenlink: work order is offered to prove assent, not to vary RSA terms. | Held: Merger clause does not bar using the work order to prove initial assent. |
| 3) Are defenses (lack of mutuality; procedural/substantive unconscionability) sufficient to avoid arbitration? | Campbell: RSA and arbitration clause lack mutuality, allow unilateral modification, prohibit class/non-individual relief, and opt-out is impracticable; unconscionable. | Suddenlink: arbitration provision is mutual/severable; challenges to RSA’s overall validity are for arbitrator; no individualized proof of adverse effect from class waiver or opt-out. | Held: Rejected—mutuality and unconscionability challenges fail; severability/Buckeye doctrine applies; arbitration clause enforceable. |
| 4) Do Campbell’s ADTPA and unjust-enrichment claims fall within the arbitration clause’s scope? | Campbell: claims not subject to arbitration (argued below). | Suddenlink: RSA’s arbitration clause is broadly drafted to cover any and all disputes, including statutory and equitable claims. | Held: Yes—claims fall within the broad scope; arbitration compelled. |
Key Cases Cited
- Jorja Trading, Inc. v. Willis, 598 S.W.3d 1 (Ark. 2020) (Arkansas strongly favors arbitration and sets standards for reviewing arbitration motions)
- Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440 (2006) (separability doctrine: arbitration clause may be enforced even if party challenges contract validity generally)
- Alltel Corp. v. Sumner, 203 S.W.3d 77 (Ark. 2005) (contract formation requires meeting of the minds; mutual assent principles)
- Erwin-Keith, Inc. v. Stewart, 546 S.W.3d 508 (Ark. Ct. App. 2018) (terms must be effectively communicated for assent)
- Shriners Hosp. for Children v. First United Methodist Church of Ozark, 483 S.W.3d 825 (Ark. Ct. App. 2016) (parol-evidence rule and merger-clause principles)