JusTours, Inc. v. Bogenius Group, LLC, 2:17-cv-00078

JusTours purchased assets from Bogenius Group/Andrew Boggeri for Puerto Vallarta travel/event packages and alleges defendants misrepresented vendor exclusivity and failed to deliver assets and a $30,000 payment under an Asset Purchase Agreement.
Plaintiffs filed claims for rescission/declaratory relief, fraudulent and negligent misrepresentation, Nevada Deceptive Trade Practices Act violation, and in the alternative, breach of contract and breach of the implied covenant of good faith and fair dealing.
The Agreement contains an arbitration clause requiring arbitration in Las Vegas (or at company headquarters) under AAA rules and authorizing entry of judgment on the arbitrator’s award; prevailing party entitled to costs and fees.
Defendants moved to compel arbitration and to stay or dismiss the case pending arbitration under the Federal Arbitration Act (FAA).
Plaintiff argued the Agreement had been mutually rescinded prior to suit and that Nevada law (NRS § 597.995 / Fat Hat) requires separate, affirmative authorization for arbitration, rendering the clause unenforceable.
The court found rescission unsuccessful (counteroffer, no restoration of consideration), held the FAA governs and preempts Nevada’s heightened signature requirement, and granted the motion to compel; case dismissed without prejudice to arbitration.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Was the Agreement rescinded before suit, making arbitration provision void?	Parties mutually rescinded via November 2016 communications; arbitration clause thus unenforceable.	Plaintiff’s attempted rescission was a conditional acceptance/counteroffer; no signed rescission or restoration of consideration.	No rescission: court treats defendants’ response as a counteroffer and finds no rescission in toto.
Does the FAA apply and require enforcement of the arbitration clause?	Agreement states it is governed by Nevada law; Nevada statute (NRS § 597.995) and Fat Hat require affirmative separate authorization for arbitration.	FAA preempts state law that imposes more exacting requirements for arbitration agreements; parties agreed to arbitration.	FAA applies and preempts Nevada’s heightened requirement; arbitration clause enforceable.
Does the arbitration clause cover the parties’ asserted claims?	(Implicit) Some claims arise from conduct allegedly outside scope.	Agreement broadly covers disputes arising out of or relating to the Agreement.	Court finds no dispute over coverage—claims fall within the arbitration provision.
Appropriate remedy once arbitration is compelled?	Stay or dismissal pending arbitration depending on court’s discretion.	Enforce arbitration; compel arbitration and dismiss or stay.	Court dismissed the action without prejudice so parties must arbitrate first.

Southland Corp. v. Keating, 465 U.S. 1 (U.S. 1984) (FAA establishes national policy favoring arbitration and preempts state rules requiring judicial forum)
Volt Info. Sciences, Inc. v. Bd. of Trs. of Leland Stanford Junior Univ., 489 U.S. 468 (U.S. 1989) (arbitration agreements treated like other contracts)
Dean Witter Reynolds Inc. v. Byrd, 470 U.S. 213 (U.S. 1985) (district courts must direct parties to arbitration when a valid agreement exists)
Doctor’s Assocs., Inc. v. Casarotto, 517 U.S. 681 (U.S. 1996) (state laws imposing special formalities on arbitration agreements are preempted by FAA)
Lee v. Intelius, Inc., 737 F.3d 1254 (9th Cir. 2013) (court’s FAA role limited to validity and scope of arbitration agreement)
Nagrampa v. MailCoups, Inc., 469 F.3d 1257 (9th Cir. 2006) (if arbitration agreement valid and covers dispute, court should stay or dismiss)
Fat Hat, LLC v. DiTerlizzi, 385 P.3d 580 (Nev. 2016) (Nevada decision holding general signature line insufficient under NRS § 597.995)
Awada v. Shuffle Master, Inc., 173 P.3d 707 (Nev. 2007) (rescinded contracts are no longer enforceable)