The Madison Cos., LLC v. Williams
2016 Ark. App. 610
| Ark. Ct. App. | 2016Background
- Grant Williams bought online tickets for the Thunder on the Mountain festival; the ticket print pass displayed Front Gate Tickets’ logo and referenced Pipeline’s terms of use, but did not show Front Gate terms or an arbitration clause.
- Williams sued Pipeline Productions and appellants (The Madison Companies and Horsepower Entertainment) alleging deceptive practices after the festival was canceled and refunds were promised.
- Appellants moved to compel arbitration, producing Front Gate’s online “terms of use” (including an arbitration clause) via an affidavit and screenshots from a Madison employee (Lionette) taken months after Williams bought tickets.
- Lionette testified he accessed Front Gate pages for other events showing a clickwrap checkout and identical arbitration language; he could not show Front Gate’s site as it existed when Williams purchased his ticket.
- The circuit court denied the motion, finding no arbitration agreement between Williams and appellants; appellants appealed.
- The Arkansas Court of Appeals affirmed, holding appellants failed to prove effective communication of Front Gate’s arbitration terms to Williams or his assent to those terms.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of an arbitration agreement between Williams and defendants | Williams: he never agreed to Front Gate’s arbitration clause; ticket did not show Front Gate terms | Appellants: Williams assented to Front Gate’s clickwrap terms (including arbitration); Lionette screenshots prove Front Gate’s checkout required assent and extended terms to third parties | Held: No — appellants failed to show effective communication or assent to Front Gate’s arbitration terms by Williams |
| Authentication/personal knowledge of online terms evidence | Williams: Lionette lacked personal knowledge and Front Gate did not authenticate screenshots | Appellants: Lionette’s affidavit and screenshots reliably showed Front Gate’s standard procedures | Held: Lionette’s post-hoc screenshots and affidavit insufficiently reliable or probative to establish terms in effect when ticket purchased |
| Applicability of Front Gate arbitration clause to appellants (third-party enforcement) | Williams: clause (if any) did not bind appellants and he never assented | Appellants: contract language and equitable estoppel permit enforcing arbitration against appellants | Held: Not reached — court declined to address third-party enforcement because no contract was proven |
| Scope of arbitrable claims | Williams: claims fall outside any alleged arbitration with appellants | Appellants: Williams’ claims arise from the ticketing relationship and fall within the arbitration clause’s scope | Held: Not reached — threshold contract existence not satisfied |
Key Cases Cited
- Alltel Corp. v. Sumner, 360 Ark. 573 (Ark. 2005) (contract formation requires mutual assent and effective communication of terms)
- Williamson v. Sanofi Winthrop Pharm., Inc., 347 Ark. 89 (Ark. 2001) (no contract absent meeting of the minds; objective manifestations required)
- Asset Acceptance, LLC v. Newby, 2014 Ark. 280 (Ark. 2014) (terms must be effectively communicated to bind a party)
- First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (U.S. 1995) (parties can be compelled to arbitrate only matters they agreed to submit)
- Courtyard Gardens Health & Rehab., LLC v. Arnold, 2016 Ark. 62 (Ark. 2016) (arbitration is favored but requires a valid agreement)
- HPD, LLC v. TETRA Techs., Inc., 2012 Ark. 408 (Ark. 2012) (standard of review for orders denying motions to compel arbitration)
- Diamante v. Dye, 2013 Ark. App. 630 (Ark. Ct. App. 2013) (appellate review considerations on arbitration rulings)