546 S.W.3d 508
Ark. Ct. App.2018Background
- Stewart Farms sued Erwin-Keith; Erwin-Keith moved to compel arbitration based on arbitration language appearing on a second page allegedly paired with printed Grain Purchase Agreement front pages.
- The parties introduced copies of two pages for four contracts: a first-page Grain Purchase Agreement referencing "terms and conditions" on the reverse, and a separate page titled "TERMS AND CONDITIONS" that included an arbitration clause.
- Stewart Farms testified it only had the front pages; the additional pages were produced by Erwin-Keith, and Stewart Farms disputed that the separate pages were the actual reverse sides or that they had been communicated/assented to.
- The circuit court found no agreement to arbitrate: the purported reverse pages were separate documents, lacked any reference or assent linking them to the front pages, and contained no signature/initials evidencing Stewart Farms’ assent.
- The circuit court denied the motion to compel arbitration; Erwin-Keith appealed, arguing the two pages should be read together as a double-sided contract and that Stewart Farms failed to contest that the second page was the reverse.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an arbitration agreement existed between the parties | Stewart Farms: no arbitration clause communicated or assented to; only front pages were signed | Erwin-Keith: the second pages were the reverse sides of the contracts and thus incorporated, so arbitration applies | Court: Affirmed denial — appellant failed to prove the second pages were the contract reverses or that Stewart Farms assented to them |
| Whether the separate second pages were sufficiently connected to front pages to bind Stewart Farms | Stewart Farms: no signature/initial or reference linking reverse page to front page; contested authenticity as the reverse side | Erwin-Keith: the caption "TERMS AND CONDITIONS" and front-page reference make it reasonable to treat pages as paired | Court: Mere plausibility insufficient; needed testimony/affidavit or other evidence showing the pages were communicated and assented to |
| Whether Stewart Farms admitted the second pages were the reverse sides | Stewart Farms: expressly contested the reverse-side issue at hearing | Erwin-Keith: claimed appellee admitted the second pages were the reverse | Court: No admission; record shows Stewart Farms disputed that the second page constituted the referenced terms and conditions |
| Whether post-judgment arguments/documents in reconsideration could be considered on appeal | Stewart Farms: N/A | Erwin-Keith: pointed to motion for reconsideration filings showing pages paired | Court: Those materials were not properly brought into this appeal because appellant did not amend its notice of appeal to include the deemed denial of the reconsideration motion |
Key Cases Cited
- Alltel Corp. v. Sumner, 360 Ark. 573, 203 S.W.3d 77 (Ark. 2005) (threshold inquiry is whether mutual agreement to arbitrate exists)
- Asset Acceptance, LLC v. Newby, 2014 Ark. 280, 437 S.W.3d 119 (Ark. 2014) (party asserting arbitration must prove that arbitration clause was effectively communicated and assented to)
- Courtyard Gardens Health & Rehab., LLC v. Quarles, 2013 Ark. 228, 428 S.W.3d 437 (Ark. 2013) (arbitration is contractual; disputes resolved by contract construction)
- Madison Cos., LLC v. Williams, 508 S.W.3d 901 (Ark. Ct. App. 2016) (appellate review and deference framework for arbitration-denial orders)