Tonya Canady v. Bridgecrest Acceptance Corp. ( 2021 )

NOT FOR PUBLICATION FILED
UNITED STATES COURT OF APPEALS NOV 8 2021
MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS
FOR THE NINTH CIRCUIT
TONYA CANADY, on behalf of herself and No. 20-15997
others similarly situated,
D.C. No. 2:19-cv-04738-DWL
Plaintiff-Appellee,
v. MEMORANDUM*
BRIDGECREST ACCEPTANCE
CORPORATION,
Defendant-Appellant.
Appeal from the United States District Court
for the District of Arizona
Dominic Lanza, District Judge, Presiding
Submitted June 10, 2021**
Submission Vacated June 22, 2021
Resubmitted November 4, 2021
Portland, Oregon
Before: WARDLAW, TALLMAN, and HURWITZ, Circuit Judges.
Bridgecrest Acceptance Corporation appeals the district court’s order
denying its motion to compel arbitration against Tonya Canady pursuant to a
*
This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
**
The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
Panel
contract signed by her spouse containing a mandatory arbitration clause. We have
jurisdiction under 28 U.S.C. § 1292, and we affirm.
1. The district court correctly determined that state law governs whether
Canady is compelled to arbitrate. Although the Federal Arbitration Act controls
the interpretation of arbitration agreements, we look to state contract law to
determine whether a non-signatory is bound by an arbitration agreement. See
Rajagopalan v. NoteWorld, LLC, 718 F.3d 844, 847 (9th Cir. 2013); Arthur
Andersen LLP v. Carlisle, 556 U.S. 624, 630 (2009); Kramer v. Toyota Motor
Corp., 705 F.3d 1122, 1128 (9th Cir. 2013).
2. The district court correctly applied federal choice of law rules to
determine that the contract law of Florida, rather than Arizona, governs here. See
Huynh v. Chase Manhattan Bank, 465 F.3d 992, 997 (9th Cir. 2006). Neither party
seriously disputes this finding, and we agree with the district court that
“application of the factors identified [] overwhelmingly supports the conclusion
that Florida law is applicable.” Canady is a citizen of Florida, her husband is a
resident of Florida, and the underlying purchase of the truck and the signing of the
contracts all took place in Florida. The only connection to Arizona is that
Bridgecrest is headquartered and likely placed the calls there.
3. The district court correctly held that under Florida law, Canady is not
a personal representative of her husband and thus is not bound by the arbitration
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agreement. In Florida, a personal representative is a term of art used in estate law
to denote a court appointed fiduciary who oversees an estate’s administration. See
Fla. Stat. §§ 733.301-733.309; see also Opis Mgmt. Res., LLC v. Dudek, 2011 WL
6024092, at *2 (N.D. Fla. 2011) (“[A] ‘personal representative’ means the
‘fiduciary appointed by the court to administer the estate and what has been known
as an administrator . . . or executor.”) (citations omitted). Indeed, an entire
statutory scheme exists articulating the qualifications and duties of a personal
representative under Florida law. See Fla. Stat. §§ 733.301-733.309. Canady’s
husband is not deceased, so the concept of “personal representative” is
inapplicable. Fla. Stat. § 733.302.14. The district court correctly held that Canady is not equitably estopped
from avoiding the arbitration agreement. Under Florida law, “[t]hird persons who
are not parties to an arbitration agreement generally are not bound by the
agreement.” Mendez v. Hampton Ct. Nursing Ctr., 203 So.3d 146, 148 (Fla. 2016)
(citation omitted). Drawing from this principle, Florida courts have rarely applied
equitable estoppel in the manner Bridgecrest seeks. “Critically,” in Florida, “the
third-party beneficiary doctrine enables a non-contracting party to enforce a
1
The district court correctly concluded that Bridgecrest waived its agency-law
arguments. See Zamani v. Carnes, 491 F.3d 990, 997 (9th Cir. 2007). Even if not
waived, Bridgecrest’s contention that Canady acted as her husband’s agent because
he included her phone number on the contract is unavailing. See Lepisto v. Senior
Lifestyle Newport Ltd. P’ship, 78 So. 3d 89, 94 (Fla. Dist. Ct. App. 2012).
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contract against a contracting party—not the other way around.” Id. at 149; see
also Beck Auto Sales, Inc. v. Asbury Jax Ford, LLC, 249 So.3d 765, 767 (Fla. Ct.
App. 2018) (“Florida and federal courts have recognized that principles of
equitable estoppel sometimes allow a non-signatory to compel arbitration against
someone who had signed an arbitration agreement.”) (citation omitted); M.S.
Dealer Servs. Corp. v. Franklin, 177 F.3d 942 (11th Cir. 1999) (applying Florida
law). Accordingly, we agree with the district court that in most cases, “it does not
appear that Florida courts apply [equitable estoppel] to estop non-signatories.”
In certain cases, Florida courts have stated that “an individual who makes
use of a contract as long as it works to his or her advantage is estopped from
avoiding the contract’s provisions concerning the forum in which any dispute
should be resolved.” Stalley v. Transitional Hosps. Corp. of Tampa, Inc., 44 So.
3d 627, 632 (Fla. Ct. App. 2010). Here, Canady interacted with Bridgecrest only
to facilitate payments under the contract, and her claim under the TCPA is not
derived from or dependent upon any contractual obligation with Bridgecrest.
Thus, she was not enjoying the benefits of the contract such that she should be
estopped on these grounds. See, e.g., Ray v. NPRTO Fla., LLC, 322 F. Supp. 3d
1261 (M.D. Fla. 2017), aff’d, 743 F. App’x 955 (11th Cir. 2018) (applying Florida
law to find no arbitration in a similar case).
Because the district court correctly determined that Florida law governs this
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dispute and correctly applied Florida law to conclude that Canady is not compelled
to arbitrate pursuant to a contract signed by her spouse, we AFFIRM.
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