Jeffrey N. Evans/Ameriprise Financial Services v. Debra K. Bayles, 237 W. Va. 269

Decedent William Bayles opened two Ameriprise accounts in 2012 (IRA 264133 and Portfolios 961133) with agent Jeffrey Evans; he signed the respective account applications but the separate Brokerage Client Agreement containing an arbitration clause was not separately signed.
The IRA and Portfolios applications each expressly referenced and incorporated the Brokerage Agreement and specifically identified where the predispute arbitration clause appeared.
After Bayles’ death, Ameriprise paid proceeds from the Portfolios account to his children; his widow, Debra Bayles, sued Ameriprise, Evans, and the children asserting negligence, detrimental reliance, breach of contract, and unjust enrichment (filed Sept. 2014).
Petitioners moved to dismiss and compel arbitration; the circuit court denied the motion as to the IRA account, finding the unsigned Brokerage Agreement created an ambiguity to be construed against Ameriprise under contra proferentem and therefore no valid arbitration agreement existed.
The Supreme Court of Appeals reviewed the denial de novo and examined whether the signed application validly incorporated the unsigned Brokerage Agreement and its arbitration clause; the Court reversed and remanded for further proceedings.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether an unsigned Brokerage Agreement incorporated by reference into a signed application can bind the parties to arbitration	Bayles: The lack of a signature on the Brokerage Agreement creates ambiguity; contra proferentem requires construing the ambiguity against Ameriprise, so no valid arbitration agreement	Petitioners: The signed IRA Application clearly and specifically incorporated the Brokerage Agreement (including the arbitration provision); decedent acknowledged receiving and reading it, so the arbitration clause is enforceable	Reversed circuit court; incorporation by reference was valid — the signed application and the Brokerage Agreement form a single unified contract, so the absence of a separate signature on the Brokerage Agreement did not automatically invalidate the arbitration clause
Whether the Court should enforce arbitration now	Bayles: The arbitration clause may be invalid/unconscionable or not cover her claims	Petitioners: Asked Court to enforce arbitration immediately	Court declined to order enforcement; remanded so the circuit court can resolve unresolved factual issues (unconscionability, scope of arbitration, and matters concerning the Portfolios account)

Credit Acceptance Corp. v. Front, 231 W.Va. 518, 745 S.E.2d 556 (2013) (orders denying motions to compel arbitration are immediately appealable under the collateral order doctrine)
State ex rel. U-Haul Co. of W. Va. v. Zakaib, 232 W.Va. 432, 752 S.E.2d 586 (2013) (requirements for incorporation by reference: clear reference, identity ascertainable, parties had knowledge and assent)
Zimmerer v. Romano, 223 W.Va. 769, 679 S.E.2d 601 (2009) (contract interpretation reviewed de novo)
State ex rel. TD Ameritrade, Inc. v. Kaufman, 225 W.Va. 250, 692 S.E.2d 293 (2010) (trial court deciding a motion to compel arbitration must determine existence of a valid arbitration agreement and whether the claims fall within its scope)
Kirby v. Lion Enterprises, Inc., 233 W.Va. 159, 756 S.E.2d 493 (2014) (remand for fact-intensive unconscionability analysis is appropriate)