Grayiel v. Appalachian Energy Partners 2001-D, LLP, 736 S.E.2d 91

Petitioner Grayiel appeals a circuit court order granting summary judgment that arbitration clauses in his investment agreements are enforceable and not unconscionable.
The agreements contain arbitration clauses; Petitioner signed without counsel and invested about $886,000 over two years.
Petitioner alleged securities act violations, fraud, misrepresentation, unjust enrichment, and other claims in 2008–2009 filings.
The circuit court granted limited discovery on unconscionability and did not address choice-of-law applicability.
The circuit court later granted summary judgment upholding enforceability of the arbitration clauses under West Virginia law, prompting this appeal.
The Supreme Court remands for factual findings and a proper choice-of-law analysis weighing arbitration law thresholds and unconscionability.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Choice of law governing arbitrability	Grayiel: WV law applies; FAA not controlling for arbitrability.	Twist: FAA governs; severability and federal policy apply.	Remanded for proper choice-of-law determination.
Independently unenforceable arbitration clause	Clauses are unconscionable or fraudulently induced.	Clauses are enforceable under applicable law; no independent default.	Remanded to assess unconscionability under correct law.
Discovery and deposition testimony affecting discovery rights	Twist’s deposition obstructed meaningful discovery.	Responses adequate; discovery properly limited to unconscionability issues.	Resolved through remand; not decided on the merits.
Enforcement of Twist’s offer to repay	Offer to repay should be enforced if valid.	Offer was not properly before court or enforceable.	Remanded; issue not decided on the merits.

McGraw v. American Tobacco Company, 224 W.Va. 211 (2009) (summary judgment and arbitration review standards)
Painter v. Peavy, 192 W.Va. 189 (1994) (de novo review for summary judgment)
Fayette County National Bank v. Lilly, 199 W.Va. 349 (1997) (facts necessary for meaningful appellate review in summary judgments)
Brown v. Genesis Healthcare Corp. (Brown I), 228 W.Va. 646 (2011) (two-part unconscionability framework; procedural and substantive components)
State ex rel. Richmond American Homes v. Sanders, 228 W.Va. 125 (2011) (doctrine of severability; scope of state contract law in FAA contexts)
Brown v. Genesis Healthcare Corp. (Brown II), 229 W.Va. 382 (2012) (clarifications on unconscionability and severability in arbitration)
State ex rel. TD Ameritrade v. Kaufman, 225 W.Va. 250 (2010) (threshold issues in arbitration determination under WV law)
Prima Paint Corp. v. Flood & Conklin Manufacturing Co., 388 U.S. 395 (1967) (fraud in the inducement goes to making of the arbitration agreement)