662 S.W.3d 247
Ark. Ct. App.2023Background
- J.R., an incapacitated person, received month-to-month Suddenlink cable service; guardians Pam and Jesse Runyan sued on her behalf alleging drastic 2020 price increases, poor customer service, and failure to issue credits for outages; they claimed no written contract was signed or received.
- Suddenlink moved to compel arbitration, relying on monthly bills stating that payment constitutes acceptance of the Residential Services Agreement (RSA) available at suddenlink.com/terms-policy, and attached billing statements and the RSA to an employee affidavit.
- The Runyans denied receiving or signing any contract, disputed that they paid bills online, and argued the RSA was unconscionable, lacked mutuality, and that a local franchise ordinance prohibited mandatory arbitration.
- At the hearing the Runyans submitted a second affidavit (contested as untimely and inconsistent); the circuit court issued a one-line order denying the motion to compel arbitration without stating whether it relied on that affidavit.
- On appeal, the Court of Appeals, applying its contemporaneous decision in Altice USA, Inc. v. Johnson, reversed and remanded, holding that payment of invoices referring to the RSA manifested assent to arbitration and that the arbitration clause broadly covered the Runyans’ claims.
Issues
| Issue | Plaintiff's Argument (Runyan) | Defendant's Argument (Altice/Suddenlink) | Held |
|---|---|---|---|
| Existence of a valid arbitration agreement | No written contract was signed or received; no assent to arbitration | Paying monthly bills that state "payment = acceptance" and link to the RSA manifested assent | Held for Suddenlink: paying invoices that referenced the RSA manifested assent (followed Johnson) |
| Writing / Statute of Frauds / Merger clause | Arbitration not enforceable because no signed writing; invoices not within RSA merger clause | RSA (on website) satisfies FAA writing requirement; invoices are competent evidence of assent despite merger clause | Held for Suddenlink: website RSA and invoices satisfy writing and assent requirements |
| Mutuality / unconscionability (unilateral amendment) | RSA lacks mutuality; Suddenlink can unilaterally change terms; unconscionable | Mutuality challenges to the RSA are not a barrier to enforcing the arbitration clause here | Held for Suddenlink: mutuality challenge not persuasive; arbitration provision enforceable |
| Scope / applicability to claims (UDTPA, unjust enrichment) | Claims are not within the arbitration agreement | RSA arbitration clause is broad and covers all disputes arising from the relationship | Held for Suddenlink: Runyans’ UDTPA and unjust-enrichment claims fall within the RSA’s broad arbitration scope |
| Franchise ordinance / local law bar to arbitration | Local franchise ordinance forbids mandatory arbitration of cable service disputes | Ordinance contains no express prohibition of arbitration; no authority cited to bar arbitration | Held for Sudlink: ordinance argument fails |
| Evidentiary issue — court’s reliance on contested affidavit | Affidavit shows guardian did not pay bills online in 2020 | Affidavit was contested as inconsistent and untimely; court did not rule on admissibility | Not reached on appeal: issue waived because Suddenlink did not obtain a ruling or request clarification |
Key Cases Cited
- Altice USA, Inc. v. Johnson, 2023 Ark. App. 120 (Ark. App. 2023) (controlling precedent: payment of invoices referencing online RSA constituted assent to arbitration)
- Altice USA, Inc. v. Campbell, 2023 Ark. App. 123 (Ark. App. 2023) (rejected franchise-ordinance argument in similar facts)
- Altice USA, Inc. v. Peterson, 2023 Ark. App. 116 (Ark. App. 2023) (companion decision addressing scope and assent issues)
- Altice USA, Inc. v. Francis, 2023 Ark. App. 117 (Ark. App. 2023) (companion decision applying same arbitration principles)
- Jorja Trading, Inc. v. Willis, 2020 Ark. 133 (Ark. 2020) (Arkansas strong public policy favoring arbitration; standard of review)
- Courtyard Gardens Health & Rehab., LLC v. Arnold, 2016 Ark. 62 (Ark. 2016) (two-threshold questions for arbitration: existence and scope of agreement)
- Erwin-Keith, Inc. v. Stewart, 2018 Ark. App. 147 (Ark. App. 2018) (appellate review standard for arbitration rulings)
- Asset Acceptance, LLC v. Newby, 2014 Ark. 280 (Ark. 2014) (procedural point: when to brief scope issue below)
- Lone's RT 92, Inc. v. DJ Mart, LLC, 2019 Ark. App. 318 (Ark. App. 2019) (failure to obtain circuit-court ruling waives issue on appeal)