United States District Court, W.D. Washington, Tacoma
DOUGLAS R BAKER and MARIA KAY DUPUIS-BAKER, as a married couple, Plaintiffs,
CMH HOMES, INC., a Tennessee corporation, dba CLAYTON HOMES, #742, Defendant.
ORDER ON DEFENDANT'S MOTION TO COMPEL ARBITRATION
AND STAY PROCEEDINGS
J. BRYAN, UNITED STATES DISTRICT JUDGE
MATTER comes before the Court on Defendant CMH Homes,
Inc.'s (“CMH”) Motion to Compel Arbitration
and Stay Court Proceedings (“Motion to Compel
Arbitration”). Dkt. 14. The Court has considered the
motion, documents filed in support of and in opposition to
the motion, and the remainder of the record herein.
reasons set forth below, the Court should deny
Defendant's Motion to Compel Arbitration (Dkt. 14).
case is an alleged breach of contract and construction
dispute, including a Consumer Protection Act violation claim
arising from the alleged breach. Dkt. 14, at 2. In February
2016, Plaintiffs and CMH apparently contracted for the
purchase of land and a manufactured home; a sales agreement
was executed on August 26, 2016. Dkts. 14, at 2; 18, at 2.
CMH contends that, as part of the contract sales agreement,
the Parties executed a Binding Dispute Resolution Agreement
(“BDRA”) on March 9, 2016. Dkt. 14, at 2.
BDRA provides, in part: “The Parties agree to
mandatory, binding arbitration (‘Arbitration') of
all Claims that are not resolved in Mediation …. Any
Party to this Agreement may commence arbitration at any time
following Mediation[.]” Dkt. 14, at 3; see
generally Dkt. 15-2. “This Agreement will survive
and continue in full force and effect notwithstanding
assignment, assumption, rescission, cancellation,
termination, amendment, payment in full, discharge in
bankruptcy, or other expiration or conclusion of the Contract
or any other contract or transaction between the Parties,
unless otherwise agreed to in writing by the Parties.”
Dkt. 15-2, at 3.
NOTICE: BUYER UNDERSTANDS THAT THIS DISPUTE RESOLUTION
AGREEMENT IS AN IMPORTANT AGREEMENT AND THAT THE TERMS OF
THIS AGREEMENT AFFECT BUYER'S LEGAL RIGHTS. BY SIGNING
THIS AGREEMENT, BUYER ACKNOWLEDGES THAT BUYER HAS READ,
UNDERSTANDS AND AGREES TO BE BOUND BY THIS AGREEMENT. BUYER
AND SELLER FURTHER INTEND TO DIRECTLY BENEFIT AND BIND ALL
BENEFICIARIES TO THIS AGREEMENT. IF BUYER DOES NOT UNDERSTAND
ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT, INCLUDING ADVANTAGES OR
DISADVANTAGES OF ARBITRATION, THEN BUYER SHOULD SEEK
INDEPENDENT LEGAL ADVICE BEFORE SIGNING THIS AGREEMENT. THE
PARTIES HEREBY WAIVE THEIR RIGHTS, IF ANY, TO TRIAL BY JUDGE
OR JURY, WHERE APPLICABLE. THE PARTIES HAVE ENTERED INTO THIS
AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY.
Dkt. 14, at 3-4 (emphasis in original).
March 11, 2019, Plaintiffs filed this suit in Pierce County
Superior Court, and CMH removed the case to this Court. Dkt.
17, 2019, CMH filed the instant Motion to Compel Arbitration.
Dkt. 14. CMH argues that the Court should compel arbitration
of the Parties' dispute consistent with the terms of the
BDRA. See Dkt. 14.
10, 2019, Plaintiffs filed a response in opposition to
CMH's instant Motion to Compel Arbitration. Dkt. 18.
Plaintiffs argue that the BDRA is unenforceable for two
reasons. Dkt. 18. First, the final sales agreement signed by
the Parties on August 26, 2018, contained an integration
clause representing the full and complete manifestation of
the Parties' intent-and the sales agreement did not
incorporate, reference, or otherwise include the BDRA. Dkt.
18, at 2-3. Second, the BDRA is unenforceable for lacking
consideration. Dkt. 18, at 3.
allege that the BDRA “was not for the purchase of the
modular home but rather for financing through CMH Homes. That
financing never came to fruition, as Plaintiffs elected to
secure private financing.” Dkt. 18, at 2 (citation
omitted). Plaintiffs continue, “The Sales Agreement
that is the subject of this action, which was executed [on
February 21, 2017], did not include an arbitration clause; it
did, however, include an integration clause[.]” Dkt.
18, at 2; see generally Dkt. 19. The integration
clause provides: “COMPLETE
AGREEMENT. This Sales Agreement is the complete
agreement between Buyer and Seller and there are no other
agreements or ...