Dumont Telephone Co. v. Power & Telephone Supply Co., 962 F. Supp. 2d 1064

Dumont and Power & Tel engaged in head-end telecommunications equipment transactions beginning in July 2009, with multiple invoices over 2009–2011 that repeatedly included an arbitration clause.
Dumont prepaid 55% of the head-end price and received installation/shipment of equipment; disputes arose as Dumont claimed the head-end system did not work as promised.
Power & Tel argued the head-end contract included an arbitration clause; Dumont contends no arbitration clause was formed in the head-end agreement.
The October 21, 2009 invoice (first written confirmation after oral negotiations) contained an arbitration clause and terms; this invoice was delivered contemporaneously with the first shipment.
Dumont sued in federal court seeking declaratory relief and damages, while Power & Tel moved to compel arbitration; I.P. Net moved for a stay of proceedings.
The court determined Iowa law applies and that Power & Tel’s arbitration clause became part of the head-end contract via writing and course of performance, and granted arbitration and related stays.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Is there a valid arbitration agreement in the head-end contract?	Dumont contends no arbitration clause was part of the contract.	Power & Tel argues the October 21, 2009 invoice formed a written confirmation including arbitration.	Yes; arbitration clause became part of the contract under Iowa UCC § 554.2207.
Does the arbitration clause cover this dispute?	Dumont argues the dispute falls outside any arbitration clause.	Power & Tel asserts broad coverage of any dispute between the parties.	Yes; clause covers any dispute between Dumont and Power & Tel.
Should the case be stayed or compelled to arbitrate with related third parties?	N/A (Dumont opposes arbitration overall).	N/A (Power & Tel seeks arbitration; I.P. Net seeks stay).	Power & Tel’s arbitration compelled; I.P. Net and CSI claims stayed pending arbitration.
What law governs the contract terms (choice of law issue)?	Iowa law should apply under most significant relationship due to location and performance in Iowa.	Tennessee law appears in invoices but does not govern whether arbitration clause is part of the head-end contract.	Iowa law governs the formation and incorporation of the arbitration clause.

Quilloin v. Tenet HealthSystem Philadelphia, Inc., 673 F.3d 221 (3d Cir.2012) (gateway arbitrability standard; court decides if enforceable arbitration exists)
E.E.O.C. v. Woodmen of World Life Ins. Soc., 479 F.3d 561 (8th Cir.2007) (gateway question; whether parties are bound by arbitration clause)
White Consol. Indus., Inc. v. McGill Mfg. Co., Inc., 165 F.3d 1185 (8th Cir.1999) (quotes on quote as offer vs invitation to negotiate)
Litton Microwave Cooking Products v. Leviton Mfg. Co., Inc., 15 F.3d 790 (8th Cir.1994) (definite price quotes may constitute offers in certain circumstances)
Nordyne, Inc. v. Int’l Controls & Measurements Corp., 262 F.3d 843 (8th Cir.2001) (factors for determining whether a price quote is an offer)
BVS, Inc. v. CDW Direct, LLC, 936 F.Supp.2d 1013 (N.D.Iowa 2013) (course of dealing; written confirmations; arbitration terms not material alteration in some contexts)
Avedon Eng’g, Inc. v. Seatex, 112 F.Supp.2d 1090 (D.Colo.2000) (arbitration term arising in written confirmations not a material alteration given course of dealing)
N & D Fashions, Inc. v. DHJ Indus., Inc., 548 F.2d 722 (8th Cir.1976) (material alteration standard for arbitration terms in confirmations)
Am. Ins. Co. v. El Paso Pipe & Supply Co., 978 F.2d 1185 (10th Cir.1992) (subjective and objective surprise required for material alteration)