Sara Edmondson v. Lilliston Ford Inc

NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
___________
C.A. No. 14-1415
___________
SARA ANN EDMONDSON,
Appellant
v.
LILLISTON FORD, INC.; JANE AND JOHN DOES 1-10, INDIVIDUALLY AND AS
OWNERS, OFFICERS, DIRECTORS, FOUNDERS, MANAGERS, AGENTS,
SERVANTS, EMPLOYEES, REPRESENTATIVES, AND/OR INDEPENDENT
CONTRACTORS OF LILLISTON FORD, INC.; XYZ CORPORATIONS 1-10
____________________________________
On Appeal from the United States District Court
for the District of New Jersey
(D.C. Civil Action No. 1-13-cv-07704)
District Judge: Honorable Renée M. Bumb
____________________________________
Submitted Pursuant to Third Circuit LAR 34.1(a)
November 4, 2014
Before: CHAGARES, JORDAN and GARTH, Circuit Judges
(Opinion filed: November 25, 2014)
___________
OPINION
___________
PER CURIAM
Appellant Sara Edmondson brought this lawsuit against appellee, Lilliston Ford,
Inc. (“Lilliston”), alleging that it engaged in fraudulent business practices that violated
several federal and state laws. She appeals the District Court’s denial of her motion to
compel arbitration under the Federal Arbitration Act. For the reasons stated below, we
will vacate and remand with instructions that the District Court decide the motion to
compel before it reaches the motion to dismiss presented by the appellee. We emphasize,
however, that the District Court should first ensure that it has subject matter jurisdiction
over Edmondson’s suit.
I.
Edmondson purchased a used Ford Focus from Lilliston on February 15, 2012.
She alleged that she chose to purchase from Lilliston after receiving its advertisement for
a tax refund event in which a $1,000 down payment voucher was offered. According to
Edmondson, Lilliston did not apply the $1,000 down payment credit, in spite of her
presentation of the voucher to the sales representative, who told her he was applying the
credit to the purchase price. Nor did Lilliston’s agents apply a special friends and family
“X Plan” discount that she had acquired from a friend. Edmondson also alleged that the
Ford Focus she received was unsafe to drive, despite its designation as a “Certified Pre-
Owned” vehicle and the express statements by Lilliston’s agent that the car was in
“excellent condition.”
Shortly after the purchase, Edmondson experienced mechanical difficulties with
the car. After multiple attempts to repair the vehicle, she tried to return it, but Lilliston
would not accept it. When Edmondson subsequently refused to provide Lilliston with the
title to a vehicle that she had traded in as part of the deal for the Ford Focus, the
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dealership initiated a lawsuit in state court, to which Edmondson responded with a
counterclaim. The record shows that, in January 2013, the state court dismissed the
complaint and counterclaim without prejudice. According to Lilliston, the parties
reached a settlement whereby the dealership withdrew its claims without prejudice on the
condition that Edmondson execute a form stating that the title to the trade-in vehicle was
lost. After Edmondson refused to provide that form, the dealership moved for sanctions
to enforce the alleged settlement. Edmondson contests the existence of that alleged
settlement agreement. Rather, according to Edmondson, the parties mutually agreed to
withdraw their claims in order to engage in arbitration, pursuant to an arbitration clause
in the sales agreement that governed the purchase. No written documentation of a
settlement agreement was presented by Lilliston, and the record reflects that the state
court denied Lilliston’s motion to enforce the alleged settlement agreement.
Edmondson filed a demand for arbitration with the American Arbitration
Association (“AAA”) in October 2013. According to a November 19, 2013 letter from
the AAA administrator, however, Lilliston did not pay the required arbitration fees. As a
result, the AAA declined to arbitrate the case and requested that Lilliston remove all
reference to the AAA from the arbitration agreement clause that appeared on Lilliston’s
lease and sales forms.
Edmondson then filed a complaint in the District Court. She brought several state-
law claims of fraud and misrepresentation, as well as claims under the federal Odometer
3
Act1 and the Magnuson-Moss Act. Lilliston filed an answer and a counterclaim. Shortly
thereafter, Lilliston filed a motion to dismiss under Rule 12(b)(6), on the sole ground that
the action was barred by the principles of res judicata.2 Prior to a hearing on Lilliston’s
motion to dismiss, Edmondson filed a motion to compel arbitration under the Federal
Arbitration Act (“FAA”). The District Court dismissed Edmondson’s motion to compel
without prejudice, pending a determination on Lilliston’s motion to dismiss. Edmondson
appealed.
II.
Our appellate jurisdiction over the District Court’s dismissal of Edmondson’s
motion to compel arbitration is conferred by section 16 of the Federal Arbitration Act
(the “FAA”). Section 16 mandates that an appeal may be taken from an order refusing a
stay of any action under § 3 of the FAA or denying a petition to compel arbitration under
§ 4 of the FAA. 9 U.S.C. 16 (a)(1)(A) – 16(a)(1)(B).3 In addition to the plain language
1
According to Edmondson, the car was never actually inspected to determine whether it
qualified for the pre-owned warranty certification program. She alleged that such an
inspection would require road tests and, according to recorded odometer readings, no
mileage was added to the car between the time it was transferred from the prior owner to
Lilliston and the time Lilliston transferred it to Edmondson.
2
Because Lilliston filed its motion to dismiss after its responsive pleading, the motion is
more properly construed as a request for judgment on the pleadings under Federal Rule of
Civil Procedure 12(c). See Turbe v. Gov’t of Virgin Islands, 938 F.2d 427, 428 (3d Cir.
1991).
3
Edmondson, who had previously received the assistance of an attorney but filed her
“Motion to Compel Arbitration” pro se, cited to § 3 of the FAA in her motion. Section 3
permits federal courts to stay proceedings pending arbitration. It is evident, however, that
the primary relief that Edmondson sought was an order compelling arbitration, which
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of §16, other parts of the FAA “evince clear Congressional intent that challenges to
refusals to compel arbitration be promptly reviewed by appellate courts.” Sandvik AB v.
Advent Int’l Corp., 220 F.3d 99, 102-103 (3d Cir. 2000). Our jurisdictional authority is
unaffected by the fact that the motion was denied without prejudice. See Quilloin v.
Tenet HealthSystem Phila., Inc., 673 F.3d 221, 227-28 (3d Cir. 2012) (“[T]here can be no
doubt that we have the authority to review an appeal from the District Court’s order
denying a motion to compel arbitration, irrespective of the fact that the order was denied
without prejudice.”) (internal quotations and citation omitted).4 Our review of the
District Court’s denial of Edmondson’s motion to compel arbitration is plenary.
Hoxworth v. Blinder, Robinson & Co., Inc., 980 F.2d 912, 925 (3d Cir. 1992).
III.
The limited question before us is whether the District Court erred in dismissing
Edmondson’s motion to compel arbitration and stay proceedings as premature pending a
determination of Lilliston’s motion to dismiss. “By its terms, the [Federal Arbitration]
would arise under § 4 of the FAA. We thus construe her motion as a motion to compel
arbitration under § 4 and, after a determination of such arbitrability, to stay the current
federal action under § 3.
4
The District Court’s express denial of the motion to compel arbitration distinguishes
this case from the situation considered by the Seventh Circuit in Cont’l Cas. Co. v.
Staffing Concepts, Inc., 538 F.3d 577, 580 (7th Cir. 2008). There, the District Court
struck a motion to compel arbitration without expressly denying it, thereby creating
ambiguity with regard the nature of the order. Here, the District Court expressly denied
the motion to compel, leaving no such room for ambiguity. See, e.g., Sharif v. Wellness
Int’l Network, Ltd., 376 F.3d 720, 726 (7th Cir. 2004) (asserting jurisdiction under § 16
where the District Court dismissed the motion to compel arbitration without prejudice
pending resolution of a 12(b)(6) motion challenging venue).
5
Act leaves no place for the exercise of discretion by a district court, but instead mandates
that district courts shall direct the parties to proceed to arbitration on issues as to which
an arbitration agreement has been signed.” Dean Witter Reynolds, Inc. v. Byrd, 470 U.S.
213, 218 (1985). Thus, if the parties have a valid, enforceable arbitration agreement and
any of the asserted claims are within its scope, the motion to compel arbitration cannot be
denied. See 9 U.S.C. § 4. This is so even if the denial is without prejudice for the
purpose of permitting the District Court to make a determination on a pending motion to
dismiss. See, e.g., Sharif v. Wellness Int’l Network, Ltd., 376 F.3d 720, 726 (7th Cir.
2004) (holding that the District Court erred in dismissing a motion to compel without
prejudice as superfluous to a pending 12(b)(6) motion alleging improper venue).
Similarly, a motion to stay under § 3 may not be denied if any issue is arbitrable under a
valid, enforceable arbitration agreement. See 9 U.S.C. § 3; see also Lloyd v. HOVENSA,
LLC., 369 F.3d 263, 269 (3d Cir. 2004) (“[T]he plain language of § 3 affords a district
court no discretion to dismiss a case where one of the parties applies for a stay pending
arbitration.”).
There is at least a reasonable possibility that some of the issues presented are
arbitrable. Exhibit A to Edmondson’s notice of appeal is a document that contains what
appears to be a signed arbitration agreement that states, among other things, that “[t]he
parties to this agreement agree to arbitrate any claim, dispute, or controversy, including
all statutory claims and any state or federal claims, that may arise out of or relating to the
sale or lease identified in this agreement.” The sale identified in that document is that of
6
the 2012 Ford Focus that is the subject of Edmondson’s complaint. The District Court
has yet to determine, however, whether the alleged agreement is valid and enforceable.
See 9 U.S.C. § 2 (providing that agreements in writing to submit controversies to
arbitration shall be “valid, irrevocable, and enforceable, save upon such grounds as exist
at law or in equity for the revocation of any contract.”).
The FAA instructs that when a party petitions a district court for an order directing
arbitration, “[t]he court shall hear the parties, and upon being satisfied that the making of
the agreement for arbitration or the failure to comply therewith is not in issue, the court
shall make an order directing the parties to proceed to arbitration in accordance with the
terms of the agreement.” 9 U.S.C. § 4 (emphasis added). Edmondson petitioned the
District Court for an order directing arbitration. That petition was denied without
prejudice so that the District Court could consider Lilliston’s motion to dismiss. A
premature determination on the motion to dismiss in favor of Lilliston, however, would
effectively preclude the District Court from hearing the parties to consider the alleged
arbitration agreement, offending the clear mandate of the FAA. See id.; see also Sharif,
376 F.3d at 726. The District Court must first determine the scope of arbitrable issues, if
any, and then determine in the first instance what portion of the claims and defenses are
properly before the arbitrator. Id.; see also Medtronic AVE, Inc. v. Adv. Cardiovascular
Sys., Inc., 247 F.3d 44, 54-55 (3d Cir. 2001).
Although we are mindful of the District Court’s authority to manage its own
docket, that authority is, in this instance, secondary to the clear Congressional intent
7
behind the FAA “to move the parties to an arbitrable dispute out of court and into
arbitration as quickly and easily as possible.” Moses H. Cone Mem. Hosp. v. Mercury
Constr. Corp., 460 U.S. 1, 22 (1982). The District Court thus erred in refusing to
consider the merits of the motion to compel on the basis that it was premature pending
the resolution of Lilliston’s motion to dismiss and stay. See Sharif , 376 F.3d at 726; see
also HOVENSA, LLC., 369 F.3d at 269.
IV.
After this matter was taken on appeal, Edmondson filed a motion for recusal.
Although the disposition of that motion is not currently on appeal, we note that the
District Court’s corresponding order to that motion raises, among other things, the
question of subject matter jurisdiction. The District Court is not precluded from making
a threshold determination of subject matter jurisdiction prior to proceeding with an
analysis of the motion to compel. To the contrary, a determination as to subject matter
jurisdiction is a necessary component of that analysis. This is because the FAA does not
independently confer federal subject matter jurisdiction. See 9 U.S.C. § 4 (instructing
that a petition to compel arbitration under the FAA may only be brought in a District
Court “which, save for such agreement, would have jurisdiction under Title 28, in a civil
action or in admiralty of the subject matter of a suit arising out of the controversy
between the parties . . .”); see also Moses H. Cone Mem’l Hosp., 460 U.S. at 26 n.32.5
5
Diversity jurisdiction appears to be precluded here because the parties are both citizens
of New Jersey. The District Court should thus look through to the complaint to
determine if the complaint sufficiently alleges facts upon which subject matter
8
We leave it to the District Court to consider in the first instance its subject matter
jurisdiction. If the District Court determines it has subject matter jurisdiction, it should
then proceed with a determination on the motion to compel arbitration.
V.
In light of the foregoing, we will vacate the District Court’s order dismissing
Edmondson’s motion to compel arbitration and remand this case to the District Court for
further proceedings consistent with this opinion.
jurisdiction may be based. See Vaden v. Discover Bank et al., 556 U.S. 49, 50-51 (2009).
That analysis is, of course, different from that conducted when considering the merits of
the claim. See Steel Co. v. Citizens for a Better Env’t, 523 U.S. 83, 89 (1998)
(“Dismissal for lack of subject-matter jurisdiction because of the inadequacy of the
federal claim is proper only when the claim is ‘so insubstantial, implausible, foreclosed
by prior decisions of this Court, or otherwise completely devoid of merit as not to involve
a federal controversy.’”) (quoting Oneida Indian Nation of N .Y. v. County of Oneida,
414 U.S. 661, 666 (1974)). Although Edmondson’s complaint contains two federal
claims under the Odometer Act and the Magnuson-Moss Act, the District Court has
raised concern as to the sufficiency of those pleadings for the purpose of establishing
federal subject matter jurisdiction.
9