661 S.W.3d 699
Ark. Ct. App.2023Background:
- Sandra Peterson subscribed month-to-month to Suddenlink services in Dec. 2019 and alleged she was promised an Amazon gift card and $54.99/mo for life but was billed more and received unexplained charges.
- Suddenlink produced a signed installation work order referencing “general terms and conditions of service” and submitted monthly invoices that included a link to its Residential Services Agreement (RSA) and stated that payment confirmed agreement to the RSA.
- Peterson maintained she never received or signed a written agreement and that paying invoices did not manifest assent; she also asserted unconscionability and lack of mutuality and raised a municipal franchise argument.
- The Clark County Circuit Court denied Suddenlink’s motion to compel arbitration; Suddenlink appealed under Arkansas law and appellate rules.
- The Court of Appeals, applying its contemporaneous decision in Altice USA, Inc. v. Johnson, held Peterson manifested assent by paying invoices that referenced the RSA on Suddenlink’s website and reversed and remanded to compel arbitration.
Issues:
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of a valid arbitration agreement | Peterson never signed or received a written agreement and thus did not assent | Work order references terms; paid invoices linked to RSA and payment manifested assent | Assent demonstrated by invoice payments referencing RSA; agreement exists (followed Johnson) |
| Writing / incorporation / statute of frauds / merger clause | Invoices are not contracts; merger clause prevents incorporation; statute of frauds requires writing | RSA is available in writing on website; invoices competent evidence and state that payment confirms agreement | Invoices competent to prove assent; absence of a signed paper not fatal; merger clause did not bar use of invoices |
| Mutuality of obligation and unconscionability | RSA allows unilateral modification, imposes one-sided rights, bars class relief and makes opt-out difficult | Arbitration clause itself is mutual; other remedies (late fees, collections) don’t negate the clause; no individualized proof of unconscionability | Arbitration clause is mutual and not shown to be procedurally or substantively unconscionable on the record |
| Scope of arbitration | Peterson’s ADTPA and breach claims lie outside arbitration | RSA’s arbitration clause is broadly written to cover disputes arising out of the relationship, including statutory and pre-existing claims | Claims fall within the broad scope; doubts resolved in favor of arbitration; motion to compel should have been granted |
Key Cases Cited
- Jorja Trading, Inc. v. Willis, 2020 Ark. 133 (Ark. Supreme Court decision stressing Arkansas public policy favoring arbitration and FAA principles)
- Courtyard Gardens Health & Rehab., LLC v. Arnold, 2016 Ark. 62 (articulates two threshold questions: existence of agreement and scope)
- Courtyard Gardens Health & Rehab., LLC v. Sheffield, 2016 Ark. 235 (doubts about arbitrability resolved in favor of arbitration)
- Altice USA, Inc. v. Johnson, 2023 Ark. App. 120 (controlling, same-day Court of Appeals decision holding assent via invoice payments referencing RSA)
- Asset Acceptance, LLC v. Newby, 2014 Ark. 280 (circuit court denials without stated reasons encompass all issues raised below)
- Erwin-Keith, Inc. v. Stewart, 2018 Ark. App. 147 (standard of appellate review for arbitration denials)