DocketNumber: No. 16-60245
Citation Numbers: 853 F.3d 804
Judges: Haynes, King, Owen
Filed Date: 4/11/2017
Status: Precedential
Modified Date: 1/13/2023
Horne, L.L.P. (Horne) moved to compel arbitration and to stay proceedings in federal district court pending arbitration. Horne and the chief financial officer of Natchez Regional Medical Center (NRMC), a community hospital that is a Mississippi public entity, signed three documents (in 2009, 2010, and 2012) detailing terms upon which Horne would provide audit services for NRMC. A threshold issue in this interlocutory appeal is whether the “minutes rule,” also known as the “minutes requirement,” under Mississippi law pertains to “the issue of the contract’s validity,” or instead more closely resem
We conclude that, with respect to the 2010 and 2012 engagement letters, the minutes rule pertains to whether written agreements between NRMC and Horne were formed in each of those years, and therefore, whether written contracts were consummated is a question for the courts rather than an arbitrator. We conclude that because of the minutes requirement, the 2010 and 2012 engagement letters are not contracts to which NRMC is a party, and therefore, NRMC is not a party to the arbitration provisions contained in the 2010 and 2012 engagement letters.
The minutes of NRMC’s board reflect that an agreement with Horne was reached in 2009, and we therefore conclude that the minutes rule does not pertain to that contract’s formation. NRMC’s arguments based on the minutes rule instead relate to the validity or enforceability of the terms of that agreement generally and do not go “to the making of the agreement to arbitrate.”
' We further conclude that the Mississippi minutes rule is one of general applicability to Mississippi contracts with public entities and the requirement of § 2 of the Federal Arbitration Act (FAA) that “courts must place arbitration agreements on an equal footing with other contracts”
The district court’s denial of the motion to compel arbitration with regard to the 2010 and 2012 engagement letters was not error. However, we vacate the district court’s denial of Horne’s motion to compel arbitration with regard to the 2009 letter agreement and remand to the district court for further proceedings.
I
We briefly review the underlying facts and the procedural posture of the proceedings in the district court. NRMC’s. Chief Financial Officer, Charles Mock (Mock), purportedly on behalf of NRMC, signed three engagement letters that are pertinent to this appeal detailing the terms upon which Horne would provide auditing services to NRMC. Each engagement letter contained arbitration provisions.
The first agreement relevant to this appeal was presented by Home to Mock in August 2009. On August 12, 2009, the minutes of NRMC’s board reflect:
Management Report: Charles Mock reported that he had received a proposal for the annual audit for a one year contract from the Home CPA Group of Jackson, Mississippi. Mr. Bland asked if other bids were taken and Mock report*809 ed that only one bid had been received and that from Horne. No action was taken at this time. Mr. Bland asked Mr. Mock to approach Horne again to request they consider not increasing their bid from the prior year.
Subsequent board minutes, dated September 2,2009, reflect:
OTHER BUSINESS: C. Mock presented the bids for auditor with Horne CPA group costing 48,000.00 and BKD CPA costing 58,000.00 plus expense charges including travel, report processing, etc. R. Grennell made the motion to accept the Horne CPA Group audit bid with B. Pyron seconding the motion. The motion passed unanimously by the Board to accept the Horne CPA Group audit bid at $48,000.00.
Mock, as Chief Financial Officer of NRMC, executed the 2009 engagement letter with Horne following the September 2, 2009, session. Subsequently, in April 2010, minutes of the board of trustees reflect that the board reviewed NRMC’s financial statements for 2009 with Horne.
Mock signed two other engagement letters, in 2010 and 2012, purporting to act on behalf of NRMC in retaining Horne to perform auditing services, but there is no mention of either of the agreements in the minutes of NRMC’s board of trustees. Nevertheless, NRMC admits that Home performed annual audit services and that NRMC paid the amount specified in the engagement letters, $48,000 each year.
NRMC filed a voluntary petition for relief pursuant to Chapter 9 of the bankruptcy code in 2014. The court-appointed trustee for NRMC’s Chapter 9 bankruptcy estate is H. Kenneth Lefoldt, Jr. The Chapter 9 plan confirmed by the bankruptcy court gave Lefoldt the right to pursue all claims, demands, and causes of action belonging to NRMC. Lefoldt, as Trustee, has sued Horne, contending that Horne committed professional malpractice in auditing NRMC. Because the Trustee stands in the stead of NRMC, and to minimize confusion, we will refer only to “NRMC.”
Horne filed a motion in federal district court seeking to compel arbitration and requesting a stay pending arbitration. The district court denied that motion, concluding that because none of the arbitration agreements were set forth or described in the board’s minutes, “no such agreement [to arbitrate] exists.” The district court additionally rejected Horne’s contention that NRMC should be equitably estopped from denying the existence and enforceability of the engagement letters and the arbitration provisions contained in them. Horne has appealed.
II
The 2009 engagement letter contained an arbitration provision, set forth in the margin,
Any dispute arising out of or relating to this engagement will be resolved by*810 binding arbitration conducted before a panel of three arbitrators in accordance with the United States Arbitration Act and, to the extent not inconsistent with such law, the Professional Accounting and Related Services Dispute Resolution Rules of the American Arbitration Association .... The arbitrator ... shall determine any controversy concerning whether a claim is arbitrable. -
The Supreme Court has “recognized that parties can agree to arbitrate ‘gateway’ questions of ‘arbitrability,’ such as whether the parties have agreed to arbitrate or whether their agreement covers a particular controversy.”
This appeal presents several questions. Among them are whether the Mississippi minutes rule (1) invalidates the engagement letters, and consequently the arbitration provisions, or (2) invalidates the arbi-trations provisions, regardless of whether other provisions in the engagement letters are enforceable, or (3) requires the conclusion that no contract at all was formed between Horne and NRMC. We first consider whether the minutes requirement raises a question as to “whether any agreement between the parties “was ever concluded.’ ”
The Supreme Court has drawn a distinction between “validity” of an agreement and “whether any agreement between the parties ‘was ever concluded.’ ”
The- issue of the contract’s validity is different from the issue whether any agreement between the alleged obligor and obligee was ever concluded. Our opinion today addresses only the former, and does not speak to the issue decided in the cases cited by respondents (and by the Florida Supreme Court), which hold that it is for courts to decide whether the alleged obligor ever signed the contract, Chastain v. Robinson-Humphrey Co., 957 F.2d 851 (C.A.11 1992), whether the signor lacked authority to commit the alleged principal, Sandvik AB v. Advent Int’l Corp., 220 F.3d 99 (C.A.3 2000); Sphere Drake Ins. Ltd. v. All American Ins. Co., 256 F.3d 587*811 (C.A.7 2001), and whether the signor lacked the mental capacity to assent, Spahr v. Secco, 330 F.3d 1266 (C.A.10 2003).12
The Supreme Court has instructed that “[w]hen deciding whether the parties agreed to arbitrate a certain matter (including arbitrability), courts generally ... should apply ordinary state-law principles that govern the formation of contracts.”
In a 2015 decision, Wellness, Inc. v. Pearl River County Hospital, the Mississippi Supreme Court reviewed the purposes of the minutes requirement.
(1) That when authority is conferred upon a board, the public is entitled to the judgment of the board after an examination of a proposal and a discussion of it among the members to the end that the result reached will represent the wisdom of the majority rather than the opinion or preference of some individual member; and (2) that the decision or order when made shall not be subject to the uncertainties* of the recollection of individual witnesses of what transpired, but that the action taken will be evidenced by a written memorial entered upon the minutes at the time, and to which the public may have access to see what was actually done.16
This reflects that the minutes rule is partially in the nature of a statute of frauds or a prohibition of reliance on parol evidence
Nevertheless, whether the minutes requirement precludes enforcement of an agreement or instead forecloses formation of an agreement, given the facts in the present case, is a close question. Horne contends, with some purchase, that “the rule accepts that a contract exists between the parties, but simply refuses to enforce the contract on public policy grounds.”
This is true with regard to some fact patterns, as the Mississippi Supreme Court’s decision in Wellness, Inc. recognized. The court recited the rule that “[n]o contract can be implied or presumed, it must be stated in express terms and recorded on the official minutes and the action of the board.”
Another Mississippi decision, Thompson v. Jones County Community Hospital, reflects that a board consummated a contract to employ Thompson as the executive director of a county hospital.
Based on these decisions, we cannot say that, categorically, the Mississippi minutes requirement pertains to- contract formation rather than the validity or enforceability of a contract or certain of its provisions. In some circumstances, the minutes requirement bars proof of some of the terms of a contract that was in fact concluded with a board and the existence of which is reflected Board minutes. In such situations, the minutes rule is more properly characterized as relating to the validity of contract terms. In other circumstances, the minutes requirement is 'more properly characterized as pertaining to contract formation because it results in no formation of a contract at all,
With regard to the 2010 and 2012 engagement letters, the question of “whether any agreement between the parties Vas ever concluded’”
Unlike the 2010 and 2012 engagement letters, the minutes of NRMC’s board unequivocally reflect that a contract between Horne and NRMC was concluded in 2009, and NRMC does not contend otherwise. NRMC argues instead that the minutes rule either forecloses the possibility that there was an agreement to arbitrate or precludes enforcement of the arbitration provision. Based on how the Mississippi courts have applied the minutes rule when the existence of a contract is reflected in the minutes, we conclude that,, in such circumstances, the state-law requirement relates not to the formation of a contract, as that concept has been expressed in Supreme Court decisions including Rent-A-Center and Buckeye Check Cashing, but to what specific terms of the contract can be proven and enforced. NRMC’s challenge involves “validity,” not contract formation, with regard to the 2009 engagement letter.-We must therefore ascertain whether NRMC’s contentions regarding the applicability of the minutes rules is, in actuality, a challenge to the validity of the arbitration provision, as distinguished from a challenge to the engagement agreement as a whole or other parts of the engagement letter.
The Supreme Court has explained that “[t]here are two types of validity challenges under § 2.”
The Court has given examples. “[I]n an employment contract many elements of alleged unconscionability applicable to the entire contract (outrageously low wages, for example) would not affect the agreement to arbitrate alone.”
In Buckeye Check Cashing, the Supreme Court rejected the argument that “since an agreement void ah initio under state law is not a ‘contract,’ there is no ‘written provision’ in or ‘controversy arising out of a ‘contract,’ to which § 2 can apply.”
The Court made clear that even if the contract in which an arbitration clause is included is void rather than voidable, that “distinction” is “irrelevant.”
The Fifth Circuit has applied the Supreme Court’s teaching. In Primerica Life Insurance Co. v. Brown, a party contended that, because he lacked mental capacity to execute a contract that contained an arbitration clause, the contract he signed was void and the court could not order arbitration.
The Buckeye Check Cashing principles were further elucidated in Rent-A-Center, West, Inc. v. Jackson.
NRMC asserts that the arbitration provision in the 2009 engagement letter is invalid, unenforceable, revocable, voidable, or void because of the minutes requirement. But NRMC does not explain how the minutes rule operates on the arbitration provision any differently than it operates on other provisions of the 2009 engagement letter that are not reflected in the board’s minutes. As discussed above, the Supreme Court has rejected arguments that grounds for refusing to enforce a contract in its entirety, such as fraud in the inducement, ineluctably means that the arbitration agreement was also induced by fraud.
Accordingly, to the extent that NRMC relies on the minutes rule to challenge the “validity” of the 2009 agreement to arbitrate, that challenge fails because it is not, in actuality, a challenge directed specifically to the agreement to arbitrate. Whether and how the minutes rule applies to the 2009 engagement letter and the scope of the arbitration clause would be a matter for an arbitrator or arbitration panel un
Ill
Horne contends that the FAAls requirement that courts place arbitration contracts on “equal footing” with all other contracts
The Supreme Court has held that arbitration agreements cannot be “invalidated ... by defenses that apply only to arbitration or that derive their meaning from the fact that- an agreement to arbitrate is at issue.”
In DIRECTV, Inc., the Supreme Court determined whether state courts had failed to give equal footing to arbitration contracts by examining whether those courts would “interpret contracts other than arbi
The minutes requirement is generally applicable in Mississippi to contracts with a public entity. An examination of Mississippi law reveals that Mississippi has applied the minutes requirement to a wide variety of contract provisions; its applicability is not limited to arbitration provisions.
A 1921 decision of the Supreme Court of Mississippi in Smith County v. Mangum
The board of supervisors may “by a new contract, or an amendment of its original contract, or by a ratification (all of which must be by acts of the board in open session, spread upon its minutes), bind the county to pay in each of the cases named. And parties contracting with the counties are charged with knowledge of this statute.”74
The court held in Mangum that:
Under these authorities it is manifest that the board of supervisors of a county can only enter into an express contract by an order spread upon its minutes, and that there can be no such thing as a verbal or oral order of this board. It, therefore, follows that the appellee had no express contract with the county for the building of the bridge.75
The Mississippi court was confronted with comparable facts in 1952, when a piling of a county bridge sank, and the president of the board of supervisors of the county, purporting to act for the board, rented two barges to support the bridge pending repairs.
It has been repeatedly held in this State that a board of supervisors can contract and render the county liable only by a valid order duly entered upon its minutes, that all persons dealing with a board of supervisors are chargeable with knowledge of this law, that a county is not liable on a quantum meruit basis even though it may have made partial payments on a void orai contract,*820 and, moreover, that in such case there is no estoppel against the county.77
In a 1970, Burt v. Calhoun, Burt was the county engineer “on a number of state aid road projects” and was paid for work under contracts described in the minutes.
Mississippi has enforced the minutes requirement strictly, even when “apparent injustice” results.
In Rawls Springs Utility District v. Novak, the court refused to bind a board to an agreement made between the president of the district and a private individual that' was not recorded on the minutes.
Mississippi courts have enforced contract terms not fully described nor included in board minutes when the essential terms of the agreement could be ascertained from the minutes. For example, in Cheatham v. Smith, the minutes of the county board of education authorized the superintendent to contract with “named person[s] ... at the place and salaries as indicated below.”
These decisions do not support a contention that application of the minutes rule is applied selectively to arbitration provisions or an argument that the minutes requirement is not generally applicable to contracts with public entities. As to Horne’s contention that boards may choose to omit mention of arbitration provisions in minutes to avoid enforcement of arbitration clauses, Mississippi courts have held for decades that “it is the responsibility of the entity contracting with the Board, not the responsibility of the Board itself, to ensure that ‘the contract is legal and properly recorded on the minutes of the board.’ ”
IV
Horne argues in the alternative that the court should equitably estop NRMC from denying the existence of the three engagement letters and the enforceability of the arbitration agreements reflected in them. A court considering an argument that a party should be equitably estopped looks to state law theories of estoppel for guidance.
Mississippi courts have consistently denied attempts to overcome the minutes rule based on equitable arguments. In Colie Towing Co., the president of a county board of supervisors, purporting to act for the board, entered into an oral agreement to rent barges.
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For the foregoing reasons, the district court’s denial of Horne’s motion to compel arbitration is AFFIRMED as to the 2010 and 2012 engagement letters, and VACATED as to the 2009 engagement letter. We remand for further proceedings consistent with this opinion.
. Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440, 444 n.1, 126 S.Ct. 1204, 163 L.Ed.2d 1038 (2006).
. Id. at 445, 126 S.Ct. 1204.
. AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 339, 131 S.Ct. 1740, 179 L.Ed.2d 742 (2011) (citing 9 U.S.C. § 2).
. The 2009 engagement letter provided:
The Hospital and HORNE both agree that any dispute over fees charged by the accountant to the client will be submitted for resolution by arbitration in accordance with the Rules for Professional Accounting and Related Services Disputes of the American Arbitration Association. Such arbitration shall be binding and final. In agreeing to arbitration, we both acknowledge that, in the event of a dispute over fees charged by HORNE, each of us is giving up the right to have the dispute decided in a court of law before a judge or jury and instead we are accepting the use of arbitration for resolution.
. Rent-A-Center, W., Inc. v. Jackson, 561 U.S. 63, 68-69, 130 S.Ct. 2772, 177 L.Ed.2d 403 (2010).
. Id. at 70, 130 S.Ct. 2772.
. Id. (quoting 9 U.S.C. § 2).
. Id. at 70 n.2, 130 S.Ct. 2772 (quoting Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440, 444 n.1, 126 S.Ct. 1204, 163 L.Ed.2d 1038 (2006)).
. Id. (“The issue of the agreement’s 'validity’ is different from the issue whether any agreement between the parties ‘was ever concluded.’ ”) (quoting Buckeye Check Cashing, 546 U.S. at 444 n.1, 126 S.Ct. 1204).
. Id.
. See id.; Buckeye Check Cashing, 546 U.S. at 444 n.1, 126 S.Ct. 1204.
. Buckeye Check Cashing, 546 U.S. at 444 n.1, 126 S.Ct. 1204.
. First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 944, 115 S.Ct. 1920, 131 L.Ed.2d 985 (1995).
. Miss. Code. Ann. § 41-13-35(3) (West).
. 178 So.3d 1287, 1292-93 (Miss. 2015).
. Id. at 1293 (quoting Lee County v. James, 178 Miss. 554, 174 So. 76, 77 (Miss. 1937)).
. See Myers v. Blair, 611 So.2d 969 (Miss. 1992) (stating that the "minutes are the exclusive evidence of what the board did; and that parol evidence is not admissible to show what action the board took”) (quoting Noxubee County v. Long, 141 Miss. 72, 106 So. 83, 86 (1925)).
. See generally 10 Williston on Contracts § 27:1 (4th ed.) (“The great weight of authority in this country holds that an oral contract that does not comply with the requirements of the Statute of Frauds is ‘unenforceable’ rather than void.”); id. § 27:3 (“Under most states' Statutes of Frauds, it is generally held that the enforceability of a bargain, rather than its validity, depends on satisfaction of the Statute.”); Restatement (Second) of Contracts § 138 cmt. b (Am. Law. Inst. 1981) (“Despite variations in wording, the American statutes based on the English Statute of Frauds are read to make contracts unenforceable by action or defense unless the Statute is satisfied by a signed memorandum.”).
. See Smith County v. Mangum, 127 Miss. 192, 89 So. 913, 914 (1921) (“The board of supervisors may by a new contract, or an amendment of its original contract, or by a ratification (all of which must be by acts of the board in open session, spread upon its minutes), bind the county to pay.’ ”) (quoting Groton Bridge & Mfg. Co. v. Bd. of Sup’rs of Warren Cty., 80 Miss. 214, 31 So. 711, 712 (1902)); see also Lee County, 174 So. at 77 ("When official authority is conferred upon a board or commission consisting of three or more members, the authority so conferred must be exercised by a legal quorum, and, as a general rule, the decisions to be executed or the contracts to be awarded by the board must be determined or decided upon only in or at a lawfully convened session, and the proceedings must be entered upon the minutes, of the board or commission.’’).
. Wellness, Inc., 178 So.3d at 1292 (quoting Cmty. Extended Care Ctrs., Inc. v. Bd. of Supervisors for Humphreys Cty., 756 So.2d 798, 800 (Miss. Ct. App. 1999)). The court explained, "However, Butler goes further, revealing the broader purpose Of the minutes requirement. The Butler Court went on to state that if the board’were not required to make the entries onto its minutes,
an individual member of the board or agent thereof would be capable of binding the board and expending the public taxpayer’s money without the benefit of the consent of the board as a whole which was elected and responsible for such purposes. In sum, the policy of protecting the public’s funds for use and for the public is paramount to other individual rights which may also be involved.”
Id. (quoting Butler v. Bd. of Supervisors for Hinds Cty., 659 So.2d 578, 579 (Miss. 1995)).
. Id. at 1291 (quoting Burt v. Calhoun, 231 So.2d 496, 499 (Miss. 1970)).
. Id. (emphasis added).
. 352 So.2d 795, 797-98 (Miss. 1977).
. Id.
. Id. at 798.
. See generally Urban Developers LLC v. City of Jackson, 468 F.3d 281, 299 (5th Cir. 2006) (observing Mississippi's “past strict adherence to the requirement that a board of supervisors only be bound by a contract entered upon its minutes" and acknowledging that “[t]his requirement applies not only to contract formation, but to contract modification as well”) (quoting Butler v. Bd. of Supervisors for Hinds Cty., 659 So.2d 578, 581 (Miss. 1995)).
. See, e.g., Rawls Springs Util. Dist. v. Novak, 765 So.2d 1288, 1292 (Miss. 2000) (holding that the utility district board’s president could not bind the board absent authorization or other action by the board on the minutes); Colle Towing Co. v. Harrison County, 213 Miss. 442, 57 So.2d 171, 172 (1952) (holding that the oral contract between the board president and a private party was "void and that no valid contract was ever made” with the county).
.Rent-A-Center, W., Inc. v. Jackson, 561 U.S. 63, 70 n.2, 130 S.Ct. 2772, 177 L.Ed.2d 403 (2010) ("The issue of the agreement's ‘validity’ is different from the issue whether any agreement between the parties ‘was ever concluded.’ ”) (quoting Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440, 444 n.1, 126 S.Ct. 1204, 163 L.Ed.2d 1038 (2006)).
. See supra n.28.
. Rent-A-Center, 561 U.S. at 70, 130 S.Ct. 2772.
. Buckeye Check Cashing, 546 U.S. at 444, 126 S.Ct. 1204; see also Rent-A-Center, 561 U.S. at 70, 130 S.Ct. 2772.
. Buckeye Check Cashing, 546 U.S. at 444, 126 S.Ct. 1204; see also Rent-A-Center, 561 U.S. at 70, 130 S.Ct. 2772.
. Rent-A-Center, 561 U.S. at 70-71, 130 S.Ct. 2772 (quoting Buckeye Check Cashing, 546 U.S. at 445, 126 S.Ct. 1204).
. Id. at 71, 130 S.Ct. 2772.
. Id. (referring to Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 87 S.Ct. 1801, 18 L.Ed.2d 1270(1967)).
. Buckeye Check Cashing, 546 U.S. at 445, 126 S.Ct. 1204 (quoting Prima Paint, 388 U.S. at 403-04, 87 S.Ct. 1801).
. Id. at 445-46, 126 S.Ct. 1204 ("[UJnless the challenge is to the arbitration clause itself, the issue of the contract’s validity is considered by the arbitrator in the first instance.”).
. Id. at 447, 126 S.Ct. 1204.
. Id. at 448, 126 S.Ct. 1204 (emphasis in original) (quoting 9 U.S.C. § 2).
. Id. at 448-49, 126 S.Ct. 1204.
. Id. at 449, 126 S.Ct. 1204.
. Id.
. Id. at 446, 126 S.Ct. 1204.
. Id. at 445, 126 S.Ct. 1204 ("First, as a matter of substantive federal arbitration law, an arbitration provision is severable from the remainder of the contract.”); Rent-A-Center,
. Buckeye Check Cashing, 546 U.S. at 445-46, 126 S.Ct. 1204 ("Second, unless the challenge is to the arbitration clause itself, the issue of the contract’s validity is considered by the arbitrator in the first instance.”).
. 9 U.S.C. § 2.
. Buckeye Check Cashing, 546 U.S. at 446, 126 S.Ct. 1204.
. Id. (quoting Cardegna v. Buckeye Check Cashing, Inc., 894 So.2d 860, 864 (Fla. 2005)).
. 304 F.3d 469, 471-72 (5th Cir. 2002).
. Id. at 472.
. Id.
. See id.:
This court has applied the Prima Paint rule on numerous occasions. See Snap-On Tools Corp. [v. Mason, 18 F.3d 1261, 1267-68 (5th Cir. 1994) ] (submitting fraudulent inducement defense to arbitration because allegations of fraud did not specifically relate to the arbitration clause); R.M. Perez & Assoc., Inc. [v. Welch, 960 F.2d 534, 538-39 (5th Cir. 1992) ] (submitting allegations of fraud in obtaining signatures to contract to arbitration because defense was not specific to the arbitration agreement); Lawrence v. Comprehensive Business Serv. Co., 833 F.2d 1159, 1162 (5th Cir. 1987) (submitting illegality defense to arbitration because it did not specifically relate to arbitration clause); Mesa Operating Ltd. Partnership v. Louisiana Intrastate Gas Corp., 797 F.2d 238, 244 (5th Cir. 1986) (submitting claim that contract was void ab initio to arbitration because parties failed to demonstrate that the arbitration agreement was "invalid separately from the entire contract").
. 561 U.S. 63, 130 S.Ct. 2772, 177 L.Ed.2d 403 (2010).
. Id. at 72, 130 S.Ct. 2772 (“In this case, the underlying contract is itself an arbitration agreement. But that makes no difference.”).
. Id. at 71, 130 S.Ct. 2772.
. Id. at 73, 130 S.Ct. 2772.
. Id. at 72-75, 130 S.Ct. 2772.
. Id. at 72, 130 S.Ct. 2772.
. See, e.g., id. at 71, 130 S.Ct. 2772.
. Id. (quoting Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 403, 87 S.Ct. 1801, 18 L.Ed.2d 1270 (1967)).
. Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440, 445, 126 S.Ct. 1204, 163 L.Ed.2d 1038 (2006) (emphasis added) (quoting Prima Paint Corp., 388 U.S. at 403-04, 87 S.Ct. 1801).
. Rent-A-Center, 561 U.S. at 71, 130 S.Ct. 2772.
. Prima Paint, 388 U.S. at 396, 87 S.Ct. 1801; see also First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 115 S.Ct. 1920, 131 L.Ed.2d 985, (1995) ("[A] court must defer to an arbitrator’s arbitrability decision when the parties submitted that matter to arbitration.”).
. See DIRECTV, Inc. v. Imburgia, — U.S. —, 136 S.Ct. 463, 468, 193 L.Ed.2d 365 (2015) (quoting Buckeye Check Cashing, 546 U.S. at 443, 126 S.Ct. 1204).
. AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 339, 131 S.Ct. 1740, 179 L.Ed.2d 742 (2011).
. Id. (quoting 9 U.S.C. § 2).
. Id. (quoting Doctor’s Assocs., Inc. v. Casarotto, 517 U.S. 681, 687, 116 S.Ct. 1652, 134 L.Ed.2d 902 (1996)).
. DIRECTV, Inc., 136 S.Ct. at 468 (quoting Buckeye Check Cashing, 546 U.S. at 443, 126 S.Ct. 1204).
. Id. at 469.
. Id.
. 127 Miss. 192, 89 So. 913 (1921).
. Id. at 913-14.
. Id. at 913-15.
. Id. at 914 (quoting Groton Bridge & Mfg. Co. v. Bd. of Sup’rs of Warren Cty., 80 Miss. 214, 31 So. 711, 712 (1902)).
. Id.
. Colle Towing Co. v. Harrison County, 213 Miss. 442, 57 So.2d 171, 171-72 (Miss. 1952).
. Id. at 172.
. Burt v. Calhoun, 231 So.2d 496, 497 (Miss. 1970).
. Id. at 499.
. Id.
. Colle Towing Co., 57 So.2d at 172-73; see also Butler v. Bd. Of Supervisors for Hinds Cty., 659 So.2d 578, 580, 582 (Miss. 1995) (affirming dismissal based on the minutes rule, even though the contract changes had been approved by tire board architect, because the changes were not entered upon the board minutes).
. 57 So.2d at 172.
. Id.
. 765 So.2d 1288, 1290, 1292 (Miss. 2000).
. Id. at 1292.
. Id. at 1292-93.
. 229 Miss. 803, 92 So.2d 203, 204 (1957).
. Id.
. Id. at 208.
. Id. at 207.
. 756 So.2d 798, 799-800, 801 (Miss. Ct. App. 1999).
. Id. at 799-800.
. Id. at 802-04. The dissent would have held the lease invalid because the minutes did not include the "principal rights and obligations of the parties,” including the lease payment. Id. at 805 (BCing, P.J., dissenting).
. Wellness, Inc. v. Pearl River Cty. Hosp., 178 So.3d 1287, 1291 (Miss. 2015) (quoting Thompson v. Jones Cty. Cmty. Hosp., 352 So.2d 795, 797 (Miss. 1977)).
. See Al Rushaid v. Nat'l Oilwell Varco, Inc., 814 F.3d 300, 305 (5th Cir. 2016).
. 213 Miss. 442, 57 So.2d 171, 171-72 (1952).
. Id.
. Id. at 172.
. See Urban Developers LLC v. City of Jackson, 468 F.3d 281, 300, 302 (5th Cir. 2006); Rawls Springs Util. Dist. v. Novak, 765 So.2d 1288, 1292-93; Colle Towing Co., 57 So.2d at 172.