HEALTHPLANCRM, LLC v. AVMED, INC., 458 F.Supp.3d 308

Background

Cavulus licensed its cloud-based MedicareCRM software to AvMed under a License Agreement (with an incorporated End‑User Agreement) that required arbitration in Allegheny County under the AAA Commercial Arbitration Rules.
AvMed later engaged NTT to migrate AvMed’s historical data and sent a Limited Letter of Agency authorizing NTT to act on AvMed’s behalf; NTT accessed the Cavulus platform repeatedly.
Cavulus alleges NTT copied Cavulus’s proprietary workflows and filed a Demand for Arbitration (July 2019) against AvMed and NTT; NTT refused to participate and AvMed objected to arbitrability.
Cavulus sued to compel arbitration in state court; defendants removed to federal court and Cavulus moved to compel arbitration in federal court.
The contested legal matters: (1) whether this Court has personal jurisdiction over AvMed; (2) whether the parties delegated arbitrability questions to the arbitrator by incorporating AAA rules; and (3) whether NTT — a non‑signatory — is bound to arbitrate (equitable estoppel and browsewrap acceptance/agency).

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Personal jurisdiction over AvMed	Agreement to arbitrate in Allegheny County implies consent to jurisdiction there, so court can enforce arbitration	AvMed: no Pennsylvania contacts; forum‑selection clause alone cannot establish jurisdiction	Court: AvMed consented to jurisdiction by agreeing to arbitrate exclusively in Allegheny County; personal jurisdiction exists for motions arising from the arbitration agreement
Delegation of arbitrability to arbitrator	Cavulus: Court should decide arbitrability	AvMed: incorporation of AAA Commercial Rules clearly and unmistakably delegates arbitrability to arbitrator	Court: the clause (broad arbitration, explicit incorporation of AAA Commercial Rules “then in effect,” and use of term “exclusively”) meets the Third Circuit’s “clear and unmistakable” standard; arbitrator decides arbitrability
Whether NTT is bound via equitable estoppel	Cavulus: NTT knowingly reaped direct benefits of the License (sublicense/access) and thus cannot avoid arbitration	NTT: it never contracted with Cavulus and did not agree to arbitrate	Court: NTT accepted direct benefits from the contract (sublicense access) and is estopped from denying the arbitration agreement
Whether NTT is bound via browsewrap / employee assent	Cavulus: NTT’s employees saw a conspicuous log‑in notice (“Use of Cavulus constitutes acceptance…” with hyperlink) and their acceptance binds NTT under agency principles	NTT: browsewrap is unenforceable and employees lacked authority to bind NTT	Court: the log‑in notice was reasonably conspicuous (akin to clickwrap); employees accepted the End‑User Agreement while acting within scope of employment, so notice and assent imputed to NTT; NTT is bound

Key Cases Cited

Trippe Mfg. Co. v. Niles Audio Corp., 401 F.3d 529 (3d Cir. 2005) (FAA governs interstate commercial arbitration agreements)
Guidotti v. Legal Helpers Debt Resolution, LLC, 716 F.3d 764 (3d Cir. 2013) (when arbitrability is apparent from complaint and attached documents, Rule 12(b)(6) review is proper)
Chesapeake Appalachia, LLC v. Scout Petroleum, LLC, 809 F.3d 746 (3d Cir. 2016) (Third Circuit requires a “clear and unmistakable” delegation to arbitrator for arbitrability questions)
Rent‑A‑Ctr., W., Inc. v. Jackson, 561 U.S. 63 (2010) (arbitrator may have exclusive authority when clause expressly delegates arbitrability)
Insurance Corp. of Ireland v. Compagnie des Bauxites de Guinee, 456 U.S. 694 (1982) (consent to jurisdiction can be implicit in arbitration agreements)
First Options of Chi., Inc. v. Kaplan, 514 U.S. 938 (1995) (allocation of who decides arbitrability is a threshold question for courts absent clear delegation)
Henry Schein, Inc. v. Archer & White Sales, Inc., 139 S. Ct. 524 (2019) (courts determine whether a valid arbitration agreement exists before referring arbitrability questions to an arbitrator)