Santander Consumer USA, Inc. v. Mario A. Mata Centroplex Automobile Recovery, Inc. Blake Thornton Vandusen, John F. Thompson D/B/A Centroplex Automobile Recovery, Inc. And Redshift Investigation, Inc.
03-14-00782-CV
Tex. App.Feb 18, 2015Background
- Santander is a secured party with Mata as the debtor and Cross-Defendants (Centroplex, Vandusen, Thompson, Redshift) as repossession agents.
- Service and Recovery Agreements link the repossession work to Mata's underlying retail installment contracts; those contracts secure Santander's interest in Mata's vehicle.
- Cross-Defendants repossessed Mata's vehicle; Mata alleges related injuries during repossession.
- Santander moves to compel Mata's claims against Cross-Defendants to arbitration under the arbitration clause incorporated by reference from underlying contracts.
- Cross-Defendants argue they are nonsignatories and not bound, and raise agency/indirect theories against arbitration; jurisdiction and timeliness defenses are addressed in the briefing and proceedings.
- The trial court denied arbitration as to Mata’s claims against Cross-Defendants; Santander appeals seeking arbitration of all Mata claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Santander may compel arbitration of Mata’s claims against Cross-Defendants | Santander bound by arbitration clause through incorporation by reference | Cross-Defendants are nonsignatories and not bound to arbitration | Yes; arbitration compelled against Cross-Defendants via incorporation by reference and agency theories |
| Whether Santander waived the incorporation by reference theory | Theory sufficiently argued at trial; not waived | Theory unraised on appeal defeats preservation | No; theory preserved and applicable |
| Whether Cross-Defendants may be bound under agency theory due to vicarious liability | Santander vicariously liable for Cross-Defendants' repossession activities | Cross-Defendants are independent contractors and not bound | Yes; agency theory applies and binds Cross-Defendants |
| Whether Centroplex and Thompson invoked jurisdiction by filing an answer | Answer constitutes appearance and invokes the court's jurisdiction | No appearance or jurisdictional consent | Yes; they appeared and consented to jurisdiction |
| Whether Santander’s appeal is frivolous and merits damages under Rule 45 | Appeal supported by record and authorities | Appeal frivolous due to lack of merit | Not frivolous; no damages awarded |
Key Cases Cited
- OneBeacon Ins. Co. v. Crowley Marine Servs., 648 F.3d 258 (5th Cir. 2011) (agency binding of nonsignatories when principal arbitration exists)
- Mbank El Paso v. Sanchez, 836 S.W.2d 151 (Tex. 1992) (nondelegable duty to enforce secured party's rights in collateral)
- General Elec. Credit Corp. v. Midland Cent. Appraisal Dist., 826 S.W.2d 124 (Tex. 1991) (summary treatment of arbitration/precedent matters)
- Jenkins & Gilchrist v. Riggs, 87 S.W.3d 198 (Tex. App.—Dallas 2002) (agency theory can bind nonsignatories in arbitration)
- Bridas S.A.P.I.C. v. Gov’t of Turkmenistan, 345 F.3d 347 (5th Cir. 2003) (agency/equitable estoppel in binding government/non-signatory)
- N803RA, Inc. v. Hammer, 11 S.W.3d 363 (Tex. App.—Houston [1st Dist.] 2000) (general appearance effect on jurisdiction)