Dakota Foundry, Inc. v. Tromley Industrial Holdings, Inc., 737 F.3d 492

Tromley Industrial Holdings, Inc. (Tromley) appeals a district court denial of its motion to compel arbitration.
Dakota Foundry, Inc. purchased iron foundry equipment from Tromley’s Kloster division; Tromley is an Oregon company and Dakota is in South Dakota.
Kloster quotes in December 2009 and an April 2010 revised quote referred to the Standard Terms and Conditions of Sale but did not attach them.
Dakota received quotes without the Standard Terms and Conditions, and Dakota did not discuss arbitration.
June–July 2010 emails attached different Standard Terms and Conditions from other Tromley divisions; Dakota dealt only with Kloster and had no notice those attachments applied.
Dakota sued, and Tromley sought arbitration; the district court found no arbitration clause consent and denied arbitration.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Standard Terms and Conditions were incorporated by reference	Tromley contends terms were incorporated.	Dakota contends terms not clearly incorporated; not readily available.	No arbitration clause formed; no meeting of minds.
Whether June/July 2010 emails properly amended the agreement to include arbitration	Emails created an addendum incorporating arbitration.	Attachments not tied to Kloster; no mutual assent.	No modification; no mutual assent to arbitration.

Mitsubishi Motors Corp. v. Soler Chrysler–Plymouth, Inc., 473 U.S. 614 (Supreme Court 1985) (arbitration question arises from contract terms)
James River Equip. Co. v. Beadle Cnty. Equip., Inc., 646 N.W.2d 265 (S.D. 2002) (incorporation by reference requires knowledge or easy availability)
Halbach v. Great-West Life & Annuity Ins. Co., 645 F.3d 872 (8th Cir. 2009) (terms incorporated only if known or easily available)
S. Nat'l Bank of Houston v. Crateo, Inc., 458 F.2d 688 (5th Cir. 1972) (ignorance of contract terms may be insufficient excuse)