Tiffany Stubblefield v. Best Cars KC, Inc.
506 S.W.3d 377
| Mo. Ct. App. | 2016Background
- Tiffany and Kenneth Stubblefield sued Best Cars KC, Inc. alleging MMPA violation, fraud, negligent misrepresentation, and declaratory relief arising from a car sale where title was not provided and the vehicle was later repossessed.
- Best Cars moved to compel arbitration and stay litigation based on an arbitration clause printed on the back of the one-page sales contract.
- The front of the sales contract contained a checkbox with the legend: "BUYER ACKNOWLEDGES THAT IF THIS BOX IS CHECKED, THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE." That checkbox was not checked.
- The front also included a general statement that the buyer "HAS READ ALL PAGES…AND AGREES TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT." The arbitration clause (¶17) on the reverse expressly incorporated arbitration and limited class actions.
- The Stubblefields argued they never agreed to arbitration because the specific checkbox referencing incorporation of the arbitration clause was not marked; the trial court denied the motion to compel arbitration.
- Best Cars appealed; the Missouri Court of Appeals reviewed the denial de novo and affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a delegation clause vested arbitrator with threshold arbitrability disputes | Stubblefields: formation/arbitrability is a court question because no clear delegation to arbitrator | Best Cars: contract delegates arbitrability to arbitrator (citing Rent‑A‑Center/Dotson) | Court: delegation clause did not clearly and unmistakably delegate contract‑formation/arbitrability; courts decide formation issues |
| Whether the parties entered a valid, enforceable arbitration agreement | Stubblefields: no agreement because the incorporation checkbox was not checked | Best Cars: buyer agreed to all terms on both sides; arbitration clause is part of contract despite unchecked box | Court: specific checkbox language controlled; because it was not checked, arbitration clause was not incorporated; no valid arbitration agreement |
| Whether any ambiguity should be construed in favor of arbitration | Stubblefields: n/a (argued no incorporation) | Best Cars: if ambiguous, ambiguity should be resolved in favor of arbitration | Court: contract language unambiguous; specific incorporation clause controls over general "I read all pages" language; no construction in favor of arbitration needed |
Key Cases Cited
- Robinson v. Title Lenders, Inc., 364 S.W.3d 505 (Mo. banc 2012) (Missouri contract law governs formation of arbitration agreements and standard of appellate review)
- Baker v. Bristol Care, Inc., 450 S.W.3d 770 (Mo. banc 2014) (delegation clauses that do not clearly and unmistakably delegate contract‑formation disputes remain for courts)
- Rent‑A‑Center, West, Inc. v. Jackson, 561 U.S. 63 (2010) (arbitration provisions that clearly and unmistakably delegate gateway issues give arbitrator power to decide enforceability)
- Dotson v. Dillard’s, Inc., 472 S.W.3d 599 (Mo. App. W.D. 2015) (enforcement of delegation clauses depends on whether they clearly assign formation/applicability questions to arbitrator)