Mills v. Butler Snow LLP, 3:18-cv-00866

Lamar Adams ran a timber Ponzi scheme that raised roughly $85 million; he pleaded guilty and was imprisoned; a court-appointed receiver (Alysson Mills) pursued claims to recover assets for victims.
Butler Snow LLP (law firm), Butler Snow Advisory Services LLC (advisory subsidiary), and Matt Thornton (executive) worked with Adams from 2009–2013, preparing PPMs and marketing investments; the receiver alleges they aided and abetted the fraud and profited from commissions.
The parties executed a seven-page contract: a 3-page Engagement Letter (on Butler Snow Advisory Services letterhead) plus 4 pages of Standard Terms and Conditions incorporated by reference; the Engagement Letter contains a Mississippi forum-selection clause; the Standard Terms contain a broad FAA arbitration clause.
Butler Snow defendants moved to compel arbitration; the receiver opposed, arguing the contract is ambiguous and that the forum clause controls (and raising receivership-related nonarbitrability arguments).
The court found the forum-selection clause and arbitration clause irreconcilably in conflict, creating an ambiguity that must be construed against the drafter (Butler Snow Advisory Services).
The court denied the motion to compel arbitration, held the forum-selection clause governs, and stayed the receiver’s claims pending the defendants’ interlocutory appeal.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether parties agreed to arbitrate given conflicting clauses	Contract is ambiguous; read against drafter; forum clause governs so dispute not arbitrable	Clauses can be harmonized so arbitration applies (possibly with court confirmation)	Court: clauses irreconcilable and ambiguous; construed against drafter; forum-selection clause controls; arbitration denied
Which law governs validity/enforceability of arbitration	State contract law (Mississippi) governs formation/interpretation	FAA provides federal policy favoring arbitration but state law governs formation	Court: federal procedure applies but Mississippi contract law decides whether there was an agreement to arbitrate
Whether the arbitration clause can be harmonized with forum clause (e.g., arbitration then court confirmation)	Special terms/generic boilerplate rule favors forum clause here	Arbitration could be followed by judicial confirmation/vacatur under FAA	Court: no textual basis to read a two-step process; cannot harmonize provisions
Whether federal receivership policy or other doctrines render claims nonarbitrable	Receiver argued equitable receivership concerns could reject arbitration	Defendants relied on FAA to compel arbitration	Court did not reach merits of receivership/nonarbitrability arguments because ambiguity resolved in favor of forum clause; arbitration denied

AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011) (FAA requires enforcement of arbitration agreements unless generally applicable defenses apply)
Crawford Prof’l Drugs, Inc. v. CVS Caremark Corp., 748 F.3d 249 (5th Cir. 2014) (arbitration agreements enforceable under FAA; procedure governed by federal law)
Carey v. 24 Hour Fitness, USA, Inc., 669 F.3d 202 (5th Cir. 2012) (two-step inquiry: valid arbitration agreement and scope)
Will-Drill Res., Inc. v. Samson Res. Co., 352 F.3d 211 (5th Cir. 2003) (consideration whether federal statute or policy makes claims nonarbitrable)
E.E.O.C. v. Waffle House, Inc., 534 U.S. 279 (2002) (arbitration is matter of consent; courts decide existence of agreement)
Sharpe v. AmeriPlan Corp., 769 F.3d 909 (5th Cir. 2014) (contractual language must be read carefully; expansive dispute clauses may be irreconcilable with arbitration clauses)
Personal Sec. & Safety Sys. Inc. v. Motorola, Inc., 297 F.3d 388 (5th Cir. 2002) (forum clause narrowness can affect harmonization with arbitration clause)
Mastrobuono v. Shearson Lehman Hutton, Inc., 514 U.S. 52 (1995) (ambiguities in arbitration agreements construed against drafter)
Driver Pipeline Co. v. Williams Transport, LLC, 104 So. 3d 845 (Miss. 2012) (Mississippi law: party cannot be required to arbitrate a dispute it has not agreed to submit)