Tonya Canady v. Bridgecrest Acceptance Corp.
20-15997
| 9th Cir. | Nov 8, 2021Background
- Bridgecrest moved to compel arbitration under an arbitration clause in a retail-installment contract signed by Canady’s husband after calls/place of business involvement in Arizona.
- Tonya Canady did not sign the contract; she is a Florida resident and her husband is alive; the purchase and contract signing occurred in Florida.
- Canady asserted a Telephone Consumer Protection Act (TCPA) claim against Bridgecrest; her interactions with Bridgecrest were limited to facilitating payments.
- The district court applied federal choice-of-law rules and held Florida contract law governs arbitrability issues, denied Bridgecrest’s motion to compel arbitration, and found Canady was not bound.
- The district court also found Bridgecrest waived its agency argument; the Ninth Circuit affirmed the denial of the motion to compel arbitration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Governing law for arbitrability | Florida law governs; state contract law decides who is bound | FAA governs interpretation but state law decides non-signatory status; Arizona connections mean Arizona law should apply | Federal choice-of-law rules point to Florida law; Florida law governs arbitrability |
| Is Canady a "personal representative" of her husband | Canady is not a court-appointed fiduciary; term inapplicable | Clause binds household members or representatives | Not a personal representative under Florida law; not bound |
| Equitable estoppel: can non-signatory be compelled | Canady: she did not rely on or materially benefit from the contract; her TCPA claim is independent | Bridgecrest: Canady used the contract (payments) and should be estopped from avoiding arbitration | Florida law rarely applies equitable estoppel to bind non-signatories here; Canady not estopped |
| Agency/authority (including waiver) | Canady: agency argument waived and unsupported | Bridgecrest: Canady acted as agent because husband listed her phone number | Ninth Circuit: district court correctly concluded Bridgecrest waived agency argument; agency theory fails on the merits |
Key Cases Cited
- Rajagopalan v. NoteWorld, LLC, 718 F.3d 844 (9th Cir. 2013) (state contract law governs whether non-signatory is bound)
- Arthur Andersen LLP v. Carlisle, 556 U.S. 624 (2009) (FAA governs arbitration but does not displace state contract-law principles on who is bound)
- Kramer v. Toyota Motor Corp., 705 F.3d 1122 (9th Cir. 2013) (arbitration-agreement interpretation principles)
- Huynh v. Chase Manhattan Bank, 465 F.3d 992 (9th Cir. 2006) (federal choice-of-law rules for determining applicable state law)
- Mendez v. Hampton Ct. Nursing Ctr., 203 So.3d 146 (Fla. 2016) (third parties generally are not bound by arbitration agreements under Florida law)
- M.S. Dealer Servs. Corp. v. Franklin, 177 F.3d 942 (11th Cir. 1999) (Florida-law framework for equitable estoppel and non-signatories compelling arbitration)
- Stalley v. Transitional Hosps. Corp. of Tampa, Inc., 44 So.3d 627 (Fla. Ct. App. 2010) (estoppel where party uses contract to its advantage)
- Lepisto v. Senior Lifestyle Newport Ltd. P'ship, 78 So.3d 89 (Fla. Dist. Ct. App. 2012) (inclusion of a phone number does not establish agency for arbitration purposes)
- Beck Auto Sales, Inc. v. Asbury Jax Ford, LLC, 249 So.3d 765 (Fla. Ct. App. 2018) (Florida courts recognize limited application of equitable estoppel allowing non-signatories to compel arbitration)
- Zamani v. Carnes, 491 F.3d 990 (9th Cir. 2007) (failure to raise an argument can constitute waiver)