239 F. Supp. 3d 1093
N.D. Ill.2017Background
- Plaintiff Mecum and defendants Liederbach & Graham (L&G) dispute whether a written AIA arbitration agreement was offered to and accepted by Mecum arising from interactions in March 2013.
- L&G claims Graham gave or mailed Mecum the AIA Agreement (including a Rider) and that Mecum accepted it by performance; Mecum denies receipt and says the parties had a prior oral agreement governing their conduct.
- Parties submitted conflicting testimony: Graham says he presented/mailed the AIA Agreement; Mecum and Mrs. Mecum deny receipt or that Graham presented the document at the meeting.
- L&G sought to compel arbitration; defendants rely in part on a mailing presumption (Hagner) to prove delivery; Graham could not confirm proper addressing, so the presumption is inapplicable.
- Court found genuine disputes of material fact on offer/receipt and on whether Mecum’s conduct constituted acceptance of the AIA Agreement (vs. performance under an oral agreement), requiring a trial under 9 U.S.C. § 4.
- Status hearing set and parties instructed to be ready to set a trial date and discuss bench trial or magistrate judge jurisdiction over arbitrability.
Issues
| Issue | Plaintiff's Argument (Mecum) | Defendant's Argument (L&G) | Held |
|---|---|---|---|
| Existence of a valid written offer (AIA Agreement delivered to Mecum) | Mecum denies receipt; says no contract document was presented or mailed | Graham presented the AIA Agreement at meeting or mailed it (offer made) | Genuine dispute of material fact exists whether the AIA Agreement was offered/received; trial required |
| Proof of mailing/receipt (mailing presumption) | No receipt; Mrs. Mecum denies receiving any letter | Relies on presumption that properly mailed letter was received (Hagner) | Presumption inapplicable because Graham could not show the letter was properly addressed or mailed correctly |
| Validity of Rider amendment (acceptance-by-conduct term) | Rider invalid amendment because not separately signed; AIA allows amendment only by signed writing | Rider was part of the offer (included as attached exhibit) and not an amendment pre-acceptance | Rider treated as part of the offer language; not a post-acceptance amendment—plaintiff’s argument fails as a legal matter, but factual disputes remain about acceptance |
| Acceptance by performance vs. performance under prior oral agreement | Actions were pursuant to a preexisting oral agreement, not acceptance of the AIA Agreement | Mecum’s conduct constituted acceptance by performance of the AIA Agreement | Court finds disputed facts about whether conduct related specifically to the written AIA Agreement or to an oral agreement; trial required to resolve |
Key Cases Cited
- Zurich Am. Ins. Co. v. Watts Indus., 466 F.3d 577 (7th Cir. 2006) (elements required to compel arbitration)
- Tinder v. Pinkerton Sec., 305 F.3d 728 (7th Cir. 2002) (opposing arbitration treated under summary-judgment evidentiary standard)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986) (summary-judgment standard: draw inferences for non-movant)
- Hagner v. United States, 285 U.S. 427 (1932) (presumption that properly mailed letter is received)
- United States v. Funds in Amount of Thirty Thousand Six Hundred Seventy Dollars, 403 F.3d 448 (7th Cir. 2005) (deposition testimony governs over conflicting later declaration)
- Wal-Mart Stores, Inc. v. Helferich Patent Licensing, LLC, 51 F. Supp. 3d 713 (N.D. Ill. 2014) (burden shift and standards after movant shows elements for arbitration)