Dorian Jones v. AutoNation Inc.

11/01/2021
IN THE COURT OF APPEALS OF TENNESSEE
AT KNOXVILLE
August 19, 2021 Session
DORIAN JONES v. AUTONATION INC., ET AL.
Appeal from the Chancery Court for Washington County
No. 18-CV-0582 John C. Rambo, Chancellor
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No. E2020-01231-COA-R3-CV
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This case stems from the sale of a 2000 Mercury Sable (“the vehicle”) purchased by Amy
Jennings from John M. Lance Ford, LLC, an affiliate of AutoNation, Inc. (“AutoNation”
or “Defendant”), in 2017. Ms. Jennings signed all of the paperwork associated with the
sale, including an arbitration agreement. In September of 2018, Ms. Jennings and her
husband, Dorian Jones, filed suit against AutoNation in the Chancery Court for
Washington County (the “trial court”) alleging multiple causes of action arising from the
sale of the vehicle. Generally, Ms. Jennings and Mr. Jones alleged that AutoNation
breached several warranties and fraudulently induced Ms. Jennings into the sale.
Eventually, AutoNation filed a motion to compel arbitration which the trial court granted
on August 10, 2020. Mr. Jones filed an appeal to this Court. Because an appeal from an
order granting a motion to compel arbitration and staying litigation is nonfinal, this Court
lacks subject matter jurisdiction and the appeal is dismissed.
Tenn. R. App. P. 3 Appeal as of Right; Appeal Dismissed
KRISTI M. DAVIS, J., delivered the opinion of the Court, in which D. MICHAEL SWINEY,
C.J., and JOHN W. MCCLARTY, J., joined.
Dorian Jones, Pro Se.
James Stephen King, Memphis, Tennessee, for the appellee, AutoNation Inc., and John M.
Lance Ford, LLC.
OPINION
Ms. Jennings purchased the vehicle at issue from an AutoNation retail location in
Westlake, Ohio, in 2017. Although Ms. Jennings was a resident of Johnson City,
Tennessee at the time, she and Mr. Jones found the vehicle on the AutoNation website and
Mr. Jones traveled to Ohio to retrieve it. Ms. Jennings alone executed a retail purchase
agreement (the “Agreement”) at the Johnson City AutoNation location on October 13,
2017, and contemporaneously signed an arbitration agreement (the “Arbitration
Agreement”) as part of the transaction. The arbitration agreement provides, inter alia, that
neutral and binding arbitration on an individual basis only will be the sole
method of resolving any claim[,] dispute or controversy (collectively,
“Claims”) that either Party has arising from Purchaser/Dealership Dealings,
with the sole exception that either Party may file Claims in a small claims
court as an alternative to proceeding with arbitration. Claims include but are
not limited to the following: (1) Claims in contract, tort, regulatory, statutory,
equitable, or otherwise; (2) Claims relating [to] any representations,
promises, undertakings, warranties, covenants or service; (3) Claims
regarding the interpretation, scope, validity of this Agreement, or
arbitrability of any issue[.]
According to the complaint filed in the trial court on September 28, 2018, Mr. Jones
and Ms. Jennings experienced difficulty with the car immediately, causing them to spend
several thousand dollars on repairs. The complaint was titled “Lawsuit to Recoup Monies
Spent for the Repair of a Motor Vehicle Known or Should Have Been Known to be
Defective” and purported to allege causes of action for breach of contract, negligence,
negligent misrepresentation, intentional misrepresentation, fraud, fraudulent concealment,
breach of the implied warranty of merchantability, and breach of express warranty.
Although difficult to discern, the complaint also purported to allege violations of the
Tennessee Consumer Protection Act as well as the Magnuson-Moss Warranty Act.
Ms. Jennings and Mr. Jones proceeded to file voluminous and duplicative pleadings
and discovery requests in the trial court, and AutoNation eventually filed a motion to
compel arbitration and stay the litigation on January 31, 2019. After a hearing on August
10, 2020, the trial court entered an order providing:
1. The Motion to Compel Arbitration and Stay Litigation is hereby
granted and all the issues in dispute between the parties shall be heard in
arbitration.
2. That this matter shall be stayed in its entirety as to all parties until
the completion of the arbitration.
From this order, Mr. Jones appeals.1 At the outset, we acknowledge that Mr. Jones is
1
Ms. Jennings’ posture in the present appeal is unclear. While she is named as a plaintiff in the
operative complaint and is referred to as a plaintiff throughout the record, Ms. Jennings is not named as a
party in the opening brief before this Court. Further, while Ms. Jennings and Mr. Jones at one point asked
the trial court to “substitute in toto” Mr. Jones as plaintiff in place of Ms. Jennings, this was never addressed
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proceeding pro se and, while we are mindful of his status, “pro se litigants must comply
with the same standards to which lawyers must adhere.” Watson v. City of Jackson, 448
S.W.3d 919, 926 (Tenn. Ct. App. 2014). As we have previously explained:
Parties who decide to represent themselves are entitled to fair and equal
treatment by the courts. The courts should take into account that many pro se
litigants have no legal training and little familiarity with the judicial system.
However, the courts must also be mindful of the boundary between fairness
to a pro se litigant and unfairness to the pro se litigant’s adversary. Thus, the
courts must not excuse pro se litigants from complying with the same
substantive and procedural rules that represented parties are expected to
observe.
Id. at 926–27 (quoting Jackson v. Lanphere, No. M2010-01401-COA-R3-CV, 2011 WL
3566978, at *3 (Tenn. Ct. App. Aug. 12, 2011)).
Although Mr. Jones raises a host of issues going to the substance of the Agreement
and the Arbitration Agreement, there is a threshold problem we must address. Specifically,
Mr. Jones has appealed an order granting a motion to compel arbitration and stay litigation,
and this Court has repeatedly held that there is no right of appeal from such orders because
they are nonfinal.2 Consequently, this appeal must be dismissed.
Aside from rule and statute-based exceptions, this Court has subject matter
jurisdiction only over final judgments. Bayberry Assocs. v. Jones, 783 S.W.2d 553, 559
(Tenn. 1990) (quoting Aetna Cas. & Sur. Co. v. Miller, 491 S.W.2d 85 (Tenn. 1973)); see
also Tenn. R. App. P. 3(a). A final judgment adjudicates all “claims, rights, and liabilities
of all the parties” and “resolves all the issues [leaving] ‘nothing else for the trial court to
do.’” Discover Bank v. Morgan, 363 S.W.3d 479, 488 n.17 (Tenn. 2012) (citing Tenn. R.
App. P. 3(a); quoting In re Estate of Henderson, 121 S.W.3d 643, 645 (Tenn. 2003)).
With specific regard to orders granting a motion to compel arbitration and stay
litigation, we very recently addressed the issue of finality. See Regions Bank v. Crants,
No. M2020-01703-COA-R3-CV, 2021 WL 3910696 (Tenn. Ct. App. Sept. 1, 2021). In
that case, Regions Bank attempted to collect on a promissory note executed by the
defendant. Id. at *1. The defendant later filed a motion asking the trial court to stay the
by the trial court, and no order dismissing Ms. Jennings was ever entered. In that vein, although it was
raised by AutoNation below, the trial court never addressed Mr. Jones’ standing to participate in this
lawsuit. Nonetheless, we need not address these issues because this appeal is dismissed for want of subject
matter jurisdiction.
2
While neither party has addressed this issue, it is incumbent upon this Court to determine whether
subject matter jurisdiction exists and we therefore raise the issue sua sponte. See Morrow v. Bobbitt, 943
S.W.2d 384, 391–92 (Tenn. Ct. App. 1996); see also Tenn. R. App. P. 13(b).
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litigation and remit the matter for arbitration, per the terms of the note. Id. The trial court
granted the motion but also ordered the defendant to bear the cost of the arbitration. Id. at
*2. The defendant appealed to this Court; however, we dismissed the appeal upon
concluding that “[t]here is no appeal as of right from an order compelling arbitration.” Id.
at *4. Insofar as Crants squarely addresses the issue now before us, we quote liberally
from that opinion:
Under Rule 3(a), appeal as of right is only available from a final
judgment. A final judgment is one that resolves all of the issues in the case,
“leaving nothing else for the trial court to do.” State ex rel. McAllister v.
Goode, 968 S.W.2d 834, 840 (Tenn. Ct. App. 1997). Tennessee Rule of
Appellate Procedure 13(b) requires this Court to “consider whether the trial
and appellate court have jurisdiction over the subject matter, whether or not
presented for review....”
Here, the only issues adjudicated by the trial court in its [orders] were
questions of arbitrability and the party responsible for paying the cost of
arbitration. The trial court did not address, much less adjudicate, the
substantive issues raised in Regions’ complaint and Mr. Crants’ counter-
complaint. The case was not dismissed or otherwise concluded. In fact, in its
November 24, 2020 order, the trial court expressly stated that, “[T]his lawsuit
is stayed pending arbitration....” Therefore, there is no final order appealable
under Tennessee Rule of Appellate Procedure 3(a).
Pursuant to the plain terms of the Note, the substantive case is governed by
the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1, et seq. As such, we turn
to address the question of whether the FAA grants Mr. Crants any right of
appeal from the order requiring arbitration or from the order requiring him to
pay the cost of arbitration. From his brief, Mr. Crants asserts that the appeal
provision of the FAA, 9 U.S.C. § 16, 1 governs the procedural law of this
appeal. We disagree. In Morgan Keegan & Co. v. Smythe, 401 S.W.3d 595(Tenn. 2012), the Tennessee Supreme Court held that although
the substantive provisions of the FAA may preempt the Tennessee Uniform
Arbitration Act (“TUAA”), T.C.A. 29-5-301, et seq., it does not preempt
the procedural provisions of the TUAA for appeals of arbitration orders
entered by Tennessee state courts (Tenn. Code Ann. § 29-5-319). Rather, the
Court held that, “[I]f Tennessee’s appellate courts have subject matter
jurisdiction to hear appeals from orders such as the trial court’s ... order, the
grant of jurisdiction must be found in the Tennessee Uniform Arbitration
Act, not the Federal Arbitration Act.” 401 S.W.3d at 607. Accordingly, the
question of whether this Court has subject-matter jurisdiction over this
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appeal must be determined under the TUAA and specifically Tennessee
Code Annotated section 29-5-319, which provides that:
(a) An appeal may be taken from:
(1) An order denying an application to compel arbitration made under § 29-
5-303;
(2) An order granting an application to stay arbitration made under § 29-5-
303(b);
(3) An order confirming or denying confirmation of an award;
(4) An order modifying or correcting an award;
(5) An order vacating an award without directing a re-hearing; and
(6) A judgment or decree entered pursuant to this part.
(b) The appeal shall be taken in the manner and to the same extent as from
orders or judgments in a civil action.
Here, the order appealed granted the motion to stay proceedings and to
compel arbitration. Despite Mr. Crants’ arguments, the fact that the trial court
also ordered him to initiate arbitration and to pay the cost of arbitration does
not change the trial court’s substantive ruling compelling arbitration and
staying the matter pending resolution of the arbitration. . . . In determining
whether an appeal lies under TUAA § 29-5-319, we look to the substance of
the trial court’s orders, which was to grant the motion for stay and arbitration.
The imposition of costs of arbitration to Mr. Crants is merely ancillary to the
trial court’s grant of the motion to compel arbitration. “There is no appeal as
of right from an order compelling arbitration.” Peters v. Commonwealth
Assocs., No. 03A01-9508-CV-00295, 1996 WL 93768, at *2 (Tenn. Ct. App.
Mar. 5, 1996) (discussing the reach of Tenn. Code Ann. § 29-5-319)
(citing Anderson County v. Architectural Techniques Corp., No. 03A01-
9205CH-00184, 1993 WL 5921 (Tenn. Ct. App. January 14,
1993)); accord Thompson v. Terminix Intern Co., LP, No. M2005-02708-
COA-R3-CV, 2006 WL 2380598, at *3 (Tenn. Ct. App. Aug. 16,
2006) (noting that although “an order denying a motion to compel arbitration
is immediately appealable pursuant to statute[,] Tenn. Code Ann. § 29-5-
319(a)(1)[,] an order granting a motion to compel arbitration and staying the
action is not directly appealable....Tenn. Code Ann. § 29-5-
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319 (2000)”); Blue Water Bay at Center Hill, LLC v. Hasty, No. M2016-
02382-COA-R3-CV, 2017 WL 5665410, fn. 4 (Tenn. Ct. App. Nov. 27,
2017) (“There is no appeal as of right from an order compelling arbitration.”)
(citing Peters, 1996 WL 93768). Likewise, in Melo Enterprises, LLC v. D1
Sports Holdings, LLC, No. M2017-02294-COA-R3-CV, 2019 WL 338941(Tenn. Ct. App. Jan. 25, 2019), this Court cited both Peters and Blue Water
Bay for the proposition that Tennessee Code Annotated section 29-5-
319 does not afford a right to appeal a trial court’s order compelling
arbitration. In a concurring opinion, Judge McBrayer stated that, “The list of
orders that may be appealed under the TUAA can reasonably be thought to
be an expression of all ‘the orders that may be appealed.’” 2019 WL 338941,
at *5 (McBrayer, J. concurring) (citations omitted). Under Tennessee Code
Annotated section 29-5-319 and the Tennessee cases interpreting the statute,
it is clear that the trial court’s November 24, 2020 order granting the motion
to stay proceedings and compelling arbitration is not an order that is
recognized under the statute as appealable on an interlocutory basis as an
exception to the requirement that an order must be final to be appealable to
this Court. Tenn. R. App. P. 3(a).
Id. at *3–4.
Likewise, in the present case, the contract at issue provides that any arbitration is
controlled by “the Federal Arbitration Act (9 U.S.C. & 1, et seq. hereinafter the ‘FAA’)
and not by any state law concerning arbitration.” As explained in Crants, however, our
Supreme Court has concluded that such language does not abrogate the procedural
mandates of Tenn. R. App. P. 3. Id. at *3. (citing Morgan Keegan, 401 S.W.3d at 607);
see also SJR Ltd. P’ship v. Christie’s Inc., No. W2013-01606-COA-R3-CV, 2014 WL
869743, at *3 (Tenn. Ct. App. Mar. 5, 2014) (“Section 29-5-319 determines the
appealability of interlocutory orders involving arbitration agreements, including
agreements within the [FAA].”). The finality requirement of Tenn. R. App. P. 3 therefore
controls here. To that end, the order appealed from is also analogous to the one in Crants
inasmuch as the trial court’s August 10, 2020 order unequivocally provides that the case is
stayed and that the parties must proceed to arbitration. As such, “[t]he case was not
dismissed or otherwise concluded[,]” id. at *3, and the order appealed from is nonfinal.
Consequently, unless “appeal from [the] interlocutory order is provided by the rules or by
statute,” this Court lacks subject matter jurisdiction. Jones, 783 S.W.2d at 559.
Moreover, as explained above, Tennessee’s arbitration statute does not provide for
the direct appeal of an order granting a motion to compel arbitration, T.R. Mills
Contractors, Inc. v. WRH Enterprises, LLC, 93 S.W.3d 861, 865 (Tenn. Ct. App. 2002),
and Mr. Jones has not otherwise sought interlocutory review. Accordingly, this Court lacks
subject matter jurisdiction over the present appeal and it must be dismissed.
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CONCLUSION
For the foregoing reasons, the appeal is dismissed. Costs of this appeal are taxed to
the appellant, Dorian Jones, for which execution may issue if necessary.
KRISTI M. DAVIS, JUDGE
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