Donald White v. Sunoco Inc
870 F.3d 257
3rd Cir.2017Background
- White (Florida resident) applied for and used a Citibank-issued Sunoco Rewards Card that advertised a 5¢/gallon discount at Sunoco stations; promotional materials referenced Citibank and said Citibank might share transactional info with Sunoco.
- White sued Sunoco (not Citibank) in federal court alleging Sunoco fraudulently advertised the 5¢ discount and brought state-law claims (fraud, negligent misrepresentation, unjust enrichment, FDUTPA). He did not allege misconduct by Citibank.
- The Card Agreement (between White and Citibank only) contained a broad arbitration clause covering claims “relating to your account … or our relationship” and claims by/against “anyone connected with us or you.” The Card Agreement did not mention Sunoco and Sunoco is not a signatory.
- Sunoco moved to compel arbitration under the Card Agreement; the district court denied the motion, concluding contract, agency, and equitable-estoppel bases to bind White to arbitrate against Sunoco failed.
- The Third Circuit affirmed: applying Florida and South Dakota law (no conflict), the court held equitable estoppel did not permit a non-signatory (Sunoco) to compel arbitration because (1) there was no allegation of concerted misconduct by Citibank and Sunoco, and (2) White’s claims did not rely on the Card Agreement’s terms.
Issues
| Issue | Plaintiff's Argument (White) | Defendant's Argument (Sunoco) | Held |
|---|---|---|---|
| Can a non‑signatory (Sunoco) compel arbitration under the Card Agreement? | White: No; he isn’t a party and his claims do not depend on the Card Agreement’s terms. | Sunoco: Yes; equitable estoppel, third‑party‑beneficiary/agency, integrated contract, or the clause covering "connected" parties allow it. | No; Sunoco cannot compel arbitration. |
| Does equitable estoppel bind White to arbitrate with a nonsignatory? | White: Estoppel inapplicable because claims don’t arise from or rely on the Card Agreement and there is no concerted misconduct. | Sunoco: Estoppel applies because claims relate to the Card program and White benefitted from the Card Agreement. | No; under Florida/South Dakota law estoppel requires (a) concerted misconduct or (b) claims arising from the same agreement — neither is met. |
| Do the promotional materials and Card Agreement form an integrated contract including Sunoco? | White: Promotional materials created separate expectations but do not assimilate Sunoco into the Card Agreement. | Sunoco: The materials and Card Agreement form one integrated Sunoco–Citibank–cardholder contract. | No; court found no basis to read the unambiguous Card Agreement together with non‑contract promotional materials to bind Sunoco. |
| Does the Card Agreement’s language covering claims by/against those “connected with us or you” permit Sunoco to invoke arbitration? | White: That language cannot be read to grant a third party (Sunoco) the power to compel arbitration when the agreement defines “we” and “you” as Citibank and the cardholder. | Sunoco: It is “connected” to Citibank (joint marketing, program operation) and therefore covered. | No; being a marketing partner is not the kind of close, intertwined relationship the clause contemplates, and the agreement gives only the defined parties the right to elect arbitration. |
Key Cases Cited
- Arthur Andersen LLP v. Carlisle, 556 U.S. 624 (2009) (state contract law principles determine when nonsignatories may enforce arbitration agreements)
- MS Dealer Serv. Corp. v. Franklin, 177 F.3d 942 (11th Cir. 1999) (equitable‑estoppel doctrine permitting nonsignatory enforcement when claims involve concerted misconduct)
- E.I. DuPont de Nemours & Co. v. Rhone Poulenc Fiber & Resin Intermediates, S.A.S., 269 F.3d 187 (3d Cir. 2001) (discusses estoppel doctrines in arbitration context)
- Griswold v. Coventry First LLC, 762 F.3d 264 (3d Cir. 2014) (nonsignatory enforcement and limits under federal law and circuit precedent)
- Rossi Fine Jewelers, Inc. v. Gunderson, 648 N.W.2d 812 (S.D. 2002) (South Dakota on compelling arbitration of signatory against nonsignatory when claims are interdependent or arise from the same agreement)
- Armas v. Prudential Sec., Inc., 842 So.2d 210 (Fla. Dist. Ct. App. 2003) (Florida adoption of MS Dealer equitable‑estoppel principles)
- Volt Info. Scis., Inc. v. Bd. of Tr. of Leland Stanford Univ., 489 U.S. 468 (1989) (FAA requires enforcement of arbitration agreements according to their terms)