Townsend v. Quadrant Corp., 268 P.3d 917

Homeowners purchased homes from Quadrant, a Quadrant affiliate, under PSAs containing an arbitration clause for disputes arising from the agreements and property defects.
Homeowners sued Quadrant, WRECO, and Weyerhaeuser for construction defects and related claims, challenging the arbitration clause as unenforceable.
Quadrant and affiliates sought to stay and compel arbitration; the trial court denied, and the Court of Appeals reversed, deeming procedural unconscionability a matter for arbitration.
Courts analyzed whether the PSA as a whole or the arbitration clause specifically governed procedural unconscionability, citing the UAA framework.
The issue extended to whether the homechildren (minor children of some homeowners) are bound by the arbitration clause, and whether WRECO/Weyerhaeuser waived arbitration by moving for summary judgment.
The Supreme Court affirmed that (a) the PSA’s procedural unconscionability is for arbitration, (b) the children are bound by arbitration, and (c) no waiver occurred by the corporations moving for summary judgment.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Who decides procedural unconscionability	Homeowners: court should decide.	Quadrant: arbitrator should decide.	Arbitrator decides procedural unconscionability.
Are the children bound by the arbitration clause	Children should be bound due to contract terms.	Nonsignatories not bound absent estoppel.	Children are bound by arbitration clause.
Waiver of arbitration by moving for summary judgment	Moving for summary judgment waives right to arbitrate.	No waiver; timely move to compel arbitration after denial of summary judgment.	No waiver by WRECO/Weyerhaeuser.
Separability and scope of arbitration vs contract	Arbitration clause severable; independent inquiry.	PSA as a whole governs unconscionability.	Procedural unconscionability tied to PSA; arbitrator decision.

Prima Paint Corp. v. Flood & Conklin Manufacturing Co., 388 U.S. 395 (U.S. 1967) (separability doctrine; fraud in inducement of arbitration clause allowed court to hear only that issue)
Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440 (U.S. 2006) (challenges to contract as a whole vs. arbitration clause; arbitration clause enforceable unless contract invalid)
McKee v. AT&T Corp., 164 Wash.2d 372 (Wash. 2008) (court decides enforceability of arbitration provision when challenge is to the arbitration clause itself)
Satomi Owners Ass'n v. Satomi, LLC, 167 Wash.2d 781 (Wash. 2009) (equitable estoppel exceptions to nonsignatories; estoppel may require arbitration in some circumstances)
Otis Housing Ass'n v. Ha, 165 Wash.2d 582 (Wash. 2009) (right to arbitrate waived by conduct inconsistent with intent; timely enforcement required)