SUTTON v. DAVID STANLEY CHEVROLET, 475 P.3d 847

Background

In April 2016 Isaac Sutton purchased a 2016 Silverado from David Stanley Chevrolet (DSC); the transaction produced an ~86-page packet including a two-page purchase agreement that contained a small-font, red Dispute Resolution Clause (DRC) above a signature line beneath the trade-in section.
DSC's finance manager reviewed and pointed to specific fields for Sutton to confirm (name, vehicle info, trade-in value, purchase price) and directed him where to sign; the DRC was not discussed and Sutton did not read it before signing.
After financing problems and the dealer retaking the Silverado, Sutton and his wife sued DSC alleging fraud in the inducement, conversion, OCPA violations, breach, negligence, and IIED; DSC filed to compel arbitration under the DRC.
The trial court held an evidentiary hearing, found fraudulent inducement (oral finding) and denied the motion to compel arbitration (did not rule on unconscionability or merger/RISC issues).
The Court of Civil Appeals reversed, holding no duty to disclose, and remanded for unconscionability consideration; the Oklahoma Supreme Court granted certiorari, vacated the COCA opinion, affirmed the trial court on constructive fraud, and remanded for further proceedings.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the finance manager's partial explanations and the document's layout fraudulently induced Sutton into agreeing to the DRC	Sutton: manager's statements and the way the purchase agreement presented signature lines created a false impression that signatures only verified vehicle/pricing info, giving rise to a duty to disclose the DRC	DSC: no duty to disclose; manager never discussed DRC and Sutton had opportunity to read the agreement; partial explanation did not create a false impression	Held: constructive fraud established — the combination of the manager's partial disclosures and the agreement's structure created a false impression and imposed a duty to disclose the DRC; trial court's denial of the motion to compel is affirmed
Whether Sutton's failure to read the DRC defeats his fraud claim	Sutton: failure to read is not a defense where the dealer created a false impression and thereby had a duty to disclose	DSC: signer has duty to read; courts presume opportunity to read binds signer	Held: failure to read is not a defense where the other party created a false impression that gave rise to a duty to disclose (fraud established on those facts)
Whether the challenge to the arbitration clause belongs before the court rather than arbitrator	Sutton: challenge attacks enforceability of arbitration provision itself, so court must decide	DSC: argued enforceability should favor arbitration	Held: A specific attack on the arbitration provision's enforceability is for the court; district court properly adjudicated the issue
Whether the Court of Civil Appeals correctly reversed the trial court and remanded solely for unconscionability	Sutton: appellate court erred in concluding no duty to disclose	DSC: appellate court applied ordinary contract reading rules	Held: COCA opinion vacated; Supreme Court affirmed trial court's fraud-based denial of arbitration and remanded for further proceedings (including any remaining issues)

Key Cases Cited

Deardorf v. Rosenbusch, 206 P.2d 996 (Okla. 1949) (partial disclosure that creates a false impression can give rise to a duty to disclose and constitute fraud)
Croslin v. Enerlex, Inc., 308 P.3d 1041 (Okla. 2013) (false impressions created by contract language can impose a disclosure duty as a matter of law)
Silk v. Phillips Petroleum Co., 760 P.2d 174 (Okla. 1988) (a literate adult in an arm's-length transaction is ordinarily bound by plainly captioned, separately signed contract terms)
Dusbabek v. Bowers, 43 P.2d 97 (Okla. 1934) (fraud may vitiate a signed instrument where the signer relied on the defendant's representations about contents)
Specialty Beverages, L.L.C. v. Pabst Brewing Co., 537 F.3d 1165 (10th Cir. 2008) (a party who voluntarily speaks about a topic may incur a duty to disclose fully on that topic)
Patel v. OMH Medical Center, Inc., 987 P.2d 1185 (Okla. 1999) (constructive fraud has the same legal consequences as actual fraud)