Harwood v. Uponor, Inc., 6:25-cv-00090

In 2016 the Harwoods purchased a Coweta, Oklahoma home whose potable water used Uponor PEX tubing installed circa February 1, 2012; the tubing failed beginning November 2022 with repeated leaks and replacement in 2023.
On November 9, 2023 Mark Harwood submitted a warranty claim via Uponor’s online portal and sent pipe samples; Uponor inspected, denied the claim, and on January 15, 2024 provided the written "Uponor Plumbing Systems Limited Warranty" and offered replacement materials.
Plaintiffs assert they never saw or agreed to the Warranty (including its arbitration clause) before submitting the warranty claim.
The Warranty (as to the installation date) contains an arbitration clause, a class-action waiver, and a Minnesota choice-of-law provision.
Plaintiffs sued Uponor, Inc. (UI) and Uponor North America, Inc. (UNA) alleging strict product liability, breach of implied warranty of merchantability, and violations of the Oklahoma Consumer Protection Act; UNA moved to dismiss for lack of personal jurisdiction (or compel arbitration), UI moved to compel arbitration.
Plaintiffs stipulated to dismissal of UNA for lack of personal jurisdiction; the court dismissed UNA without prejudice and denied UI’s motion to compel arbitration, finding no enforceable arbitration agreement as to the Harwoods.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Choice of law for contract formation	Oklahoma law governs unless a party proves an actual conflict with another state’s law	UI invoked Warranty’s Minnesota choice-of-law clause	Court applied Oklahoma law because UI did not show an actual conflict between Oklahoma and Minnesota law
Personal jurisdiction over UNA	Plaintiffs did not oppose dismissal	UNA argued it had no role in design/marketing/distribution and lacks contacts	Plaintiffs stipulated; court dismissed UNA without prejudice for lack of personal jurisdiction
Enforceability of arbitration clause / estoppel	Harwood: never saw Warranty pre-claim; no mutual assent; not estopped from denying arbitration	UI: plaintiffs invoked Warranty by submitting a claim and are equitably estopped or bound as successors/beneficiaries to arbitrate	Court denied UI’s motion to compel arbitration—found no evidence Harwoods had notice/assented and Oklahoma has not adopted direct-benefits estoppel; equitable estoppel inapplicable here

Oxford Health Plans LLC v. Sutter, 569 U.S. 564 (2013) (courts decide gateway questions of arbitrability unless parties delegate them to arbitrator)
Williams v. TAMKO Bldg. Prods., Inc., 451 P.3d 146 (Okla. 2019) (homeowners who first learned of arbitration clause only after filing a warranty claim were not estopped from rejecting arbitration)
Jacks v. CMH Homes, Inc., 856 F.3d 1301 (10th Cir. 2017) (Oklahoma has not adopted direct-benefits estoppel to bind non-signatories to arbitration)
BOSC, Inc. v. Bd. of Cnty. Comm’rs of Cnty. of Bernalillo, 853 F.3d 1165 (10th Cir. 2017) (party moving to compel arbitration bears initial burden to show an enforceable agreement)
Dominium Austin Partners, LLC v. Emerson, 248 F.3d 720 (8th Cir. 2001) (equitable estoppel can bind non-signatories who seek to enforce contract rights while denying contractual obligations)
Carter v. Schuster, 227 P.3d 149 (Okla. 2009) (elements of equitable estoppel under Oklahoma law)
Walker v. BuildDirect.com Techs., Inc., 733 F.3d 1001 (10th Cir. 2013) (ordinary state-law contract-formation principles govern whether parties agreed to arbitrate)