Samson v. Nama Holdings, LLC
637 F.3d 915
9th Cir.2010Background
- This is an order amending a publication to include Appendix A: May 20, 2009 district court Order Denying Plaintiffs’ Motion to Compel Arbitration.
- Appellant Samson and Kashani challenged NAMA’s arbitration demands and sought to compel arbitration of claims against them as managers or individually.
- The operating and settlement agreements contain arbitration provisions and define the term 'Manager'; dispute centers on capacity in which Samson and Kashani signed.
- Arbitration panel initially concluded Samson and Kashani were sued as individuals; subsequent proceedings and filings raised whether their claims should be arbitrated.
- The district court engaged in a two-step FAA analysis: existence of an arbitration agreement and scope/parties; it ultimately denied arbitration against Samson and Kashani in their individual capacities.
- The court held Samson and Kashani repudiated and waived the arbitration provisions, and invoked judicial estoppel to preclude arbitration of individual-capacity claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Capacity in which Samson and Kashani signed | Samson and Kashani sign as managers. | They signed as individuals. | Arbitration binds them as individuals; capacity as managers not established. |
| Arbitration coverage of individual-capacity claims | Claims against them individually relate to operating/settlement agreements. | Claims against them individually fall outside arbitration if not in their individual capacity. | No arbitration of individual-capacity claims; defenses prevail. |
| Repudiation and waiver of arbitration rights | No repudiation/waiver; arbitration rights preserved. | Repudiated by refusing to arbitrate and pursuing differing capacities. | Repudiation and waiver established; cannot compel arbitration. |
| Judicial estoppel | N/A | Estoppel should not apply. | Judicial estoppel applied; Samson and Kashani barred from arbitration of individual-capacity claims. |
| Waiver standard and prejudice | Waiver not shown due to arbitration posture. | Bad faith delay and inconsistent conduct waive rights. | Waiver found; acts prejudiced NAMA, reinforcing denial of arbitration. |
Key Cases Cited
- Brown v. Dillard’s Inc., 430 F.3d 1004 (9th Cir. 2005) ( repudiation of arbitration rights bars later enforcement)
- Fisher v. A.G. Becker Paribas Inc., 791 F.2d 691 (9th Cir. 1986) (waiver of arbitration rights requires knowledge, inconsistency, and prejudice)
- St. Agnes Medical Center v. PacifiCare of California, 31 Cal.4th 1187 (Cal. 2003) (bad faith or wilful misconduct can constitute waiver of arbitration)
- Cox v. Ocean View Hotel Corp., 533 F.3d 1114 (9th Cir. 2008) (ripe-arbitration issue not a waiver where inquiry concerns timing)
- New Hampshire v. Maine, 532 U.S. 742 (U.S. 2001) (judicial estoppel framework and inconsistency analysis)
- First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (U.S. 1995) (arbitration as a matter of contract; defenses apply to arbitration)
- Volt Information Sciences, Inc. v. Board of Trustees of Leland Stanford Junior Univ., 489 U.S. 468 (U.S. 1989) (§4 allows directing arbitration if agreement exists and issues are within scope)
- Chiron Corp. v. Ortho Diagnostic Systems, Inc., 207 F.3d 1126 (9th Cir. 2000) (district court's role limited to validity and scope of arbitration agreement)