Stephen Dawson v. Wells Fargo Bank National Association
09-15-00035-CV
| Tex. App. | Dec 23, 2015Background
- Wells Fargo loaned TCB Holding Company funds; Dawson and others personally guaranteed repayment under amended guaranty agreements that included an agreement to arbitrate disputes under the FAA and AAA rules.
- Plaintiffs sued Wells Fargo in state court alleging declaratory relief, fraud, and fraudulent inducement related to the guaranties.
- Wells Fargo filed a Demand for Arbitration with the AAA and obtained a trial-court order compelling arbitration of the plaintiffs' claims.
- A three-arbitrator panel (Lemons, Kelly, Freedman) conducted arbitration May 13–15, 2014 and issued an award in favor of Wells Fargo for damages, attorneys' fees, costs, and interest.
- After the award, Dawson (pro se) petitioned to vacate, arguing arbitrators failed to file a Texas "Oath of Office" and "Anti-Bribery Statement" and that AAA appointment notices had defective notarizations; Wells Fargo moved to confirm the award.
- The trial court confirmed the arbitration award and denied vacatur; the court of appeals affirmed, holding (1) Texas oath/anti-bribery requirements do not apply to privately appointed arbitrators and (2) Dawson waived timely objections to AAA notices and failed to justify a collateral attack.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether arbitrators were required to take/file Texas "Oath of Office" and "Anti-Bribery Statement" so their award could be vacated | Dawson: Arbitrators are appointed officers under Tex. Const. art. XVI §1 and Tex. Gov't Code §601.008; failure to take oath/anti-bribery statement voids their acts and authorizes vacatur under FAA §10(a)(4) | Wells Fargo: Arbitrators are private neutrals deriving authority from parties' agreement and AAA appointment; state constitutional oath and filing requirements do not apply | Court: Rejected Dawson; arbitrators are not public officers, oath filing requirements don't apply, arbitration award stands |
| Whether Dawson may raise collateral attack/late objections to AAA appointment notices and notarizations | Dawson: He lacked actual/constructive notice of defects until after arbitration and his counsel failed to inform him, so objections are timely as collateral attack | Wells Fargo: Objections to AAA appointment notices were waived by failing to timely object under AAA notice deadline; attorney notice imputed to client | Court: Dawson waived the timely-notice objections; attorney knowledge imputed; collateral-attack claim fails |
Key Cases Cited
- Americo Life, Inc. v. Myer, 440 S.W.3d 18 (Tex. 2014) (arbitrators derive power from parties' agreement)
- City of Pasadena v. Smith, 292 S.W.3d 14 (Tex. 2009) (arbitration authority tied to party consent)
- I.S. Joseph Co. v. Mich. Sugar Co., 803 F.2d 396 (8th Cir. 1986) (arbitrators have no independent jurisdiction apart from parties' consent)
- Aldine Indep. Sch. Dist. v. Standley, 280 S.W.2d 578 (Tex. 1955) (distinguishing public officers from employees/agents)
- Am. Flood Research, Inc. v. Jones, 192 S.W.3d 581 (Tex. 2006) (attorney notice/knowledge imputed to client)