Russell v. Performance Toyota, Inc.
Decision Date | 19 September 2002 |
Docket Number | No. 2001-CA-00832-SCT.,2001-CA-00832-SCT. |
Citation | 826 So.2d 719 |
Parties | Charles RUSSELL v. PERFORMANCE TOYOTA, INC. |
Court | Mississippi Supreme Court |
Paul Nathan Jenkins, Jr., Michael Dale Cooke, Iuka, Roger M. Tubbs, Tupelo, attorneys for appellant.
Walter Alan Davis, John Ramsey, Saltillo, McCarroll, III, George E. Dent, Tupelo, attorneys for appellee.
EN BANC.
WALLER, Justice, for the Court.
¶ 1.After the Lee County Circuit Court referred this matter to arbitration pursuant to a contract between Charles Russell and Performance Toyota, Inc., Russell appeals to this Court contending that his claims were not subject to the arbitration clause, arbitration was improper, Performance Toyota waived its right to arbitration, the arbitration clause violates Miss. Code Ann. § 15-1-5(1995), and the arbitration clause is unconscionable.We affirm the Lee County Circuit Court's decision to compel arbitration.
FACTS
¶ 2.Russell traded in a Toyota T-100 truck to and purchased a Toyota Tacoma truck from Performance Toyota.Russell alleges that First Tennessee Bank attempted to finance the purchase, but Performance Toyota notified Russell that it refused to assign the financing to First Tennessee.Performance Toyota took possession of the Tacoma and refused to return the T-100 to Russell.
¶ 3.Performance Toyota alleges that, after Russell expressly represented that the T-100 had not been wrecked, it credited Russell $10,000 toward the purchase of the Tacoma for the T-100 trade-in.Because the pay-off of the T-100 was $8,347.78, it issued a check to Russell in the amount of $1,652.22.Later, Performance Toyota discovered that the title noted that the T-100 had been "rebuilt."Performance Toyota took steps to cancel the sale and, after it successfully took possession of the Tacoma, informed Russell that he could reclaim the T-100 and demanded that Russell return the $1,652.22 which had been advanced.
¶ 4.Russell never took steps to reclaim the T-100 trade-in, but instead filed suit against Performance Toyota alleging wrongful repossession, conversion, fraud, and tortious interference in a business relationship.After appropriate motions were filed, the Circuit Court of Lee County compelled arbitration of the dispute.
DISCUSSION
¶ 5.We conduct a de novo review for determinations of legal questions.Gant v. Maness,786 So.2d 401, 403(Miss.2001);Saliba v. Saliba,753 So.2d 1095, 1098(Miss.2000).Findings of fact are given deferential treatment and are subject to the "manifest error/substantial evidence" standard.
(citations omitted).
¶ 7.Because Performance Toyota is a Tennessee corporation with its principal place of business in Memphis, Tennessee, and Russell is an adult resident citizen of Lee County, Mississippi, we find that this matter "evidences a transaction in interstate commerce" and the FAA therefore applies to it.
¶ 8.Russell contends that his claims "arise from the actions and the wilful and wanton disregard of [his] property rights by [Performance Toyota]," and are not, therefore, subject to the arbitration agreement.
¶ 9.The following provisions were conspicuously included in the Purchase Agreement:
¶ 10.In Smith Barney, Inc. v. Henry,775 So.2d 722, 726(Miss.2001), Justice Mills, writing for a 6-3 Court and discussing a similar argument, found that the broad phrase "[a]ny controversy arising out of or relating to" contained in an account management agreement encompassed a claim of breach of fiduciary duty because the funds which were the subject of the breach of fiduciary duty claim "were derived directly from ... accounts and transactions with Smith Barney."The subject Purchase Agreement contains the identical phrase "[a]ny controversy or claim arising out of or relating to the vehicle which is the subject of this contract or its acquisition by Purchaser ...."(emphasis added).
¶ 11.Russell argues that his claims that Performance Toyota fraudulently obtained the original title documents from the Lee County Tax Collector's office, wrongfully repossessed the Tacoma, illegally auctioned off the T-100 and intentionally converted Russell's property should not be subject to the arbitration agreement.Russell's claims do not differ in any way from those in Smith Barney.All of these claims pertain to the disputed ownership of the Tacoma and the T-100, the two vehicles which are the subject of the Purchase Agreement.Given the broad language of the clause contained in the Purchase Agreement, we find that the arbitration agreement does apply to Russell's claims.
¶ 12.Russell next argues that, because the "Purchaser's Agreement Concerning Trade In" does not contain an arbitration clause, any claims that involve the trade-in agreement are not subject to arbitration.
¶ 13.Russell fails to note, however, that the "Purchaser's Agreement Concerning Trade In" is specifically integrated into the "Retail Buyer's Order," which does contain an arbitration clause.The "Retail Buyer's Order" states, "The attached Purchaser's Agreement Concerning Trade In hereby is incorporated into this contract."
¶ 14.This claim is without merit.
¶ 15.Russell argues that, if the arbitration clause is valid, Performance Toyota "has waived its right to arbitration by its actions of seizing the Toyota Tacoma [Russell] purchased ... and selling the T-100 that Performance [Toyota] claims is a `trade-in.'"Performance Toyota "took actions on [its] own and did not arbitrate its claims...."In support of his argument, Russell cites Cox v. Howard, Weil, Labouisse, Friedrichs, Inc.,619 So.2d 908, 911(Miss.1993), in which we held that a party waives arbitration if it substantially takes advantage of the judicial process, and Subway Equipment Leasing Corp. v. Forte,169 F.3d 324, 326(5th Cir.1999), in which the United States Court of Appeals for the Fifth Circuit held that, to establish a waiver, the objector to arbitration must establish "that a party seeking arbitration substantially invokes the judicial process to the detriment or prejudice of the other party."
¶ 16.A "[w]aiver of arbitration is not a favored finding, and there is a presumption against it."Miller Brewing Co. v. Fort Worth Distrib. Co.,781 F.2d 494, 497(5th Cir.1986);see alsoSubway Equip.,169 F.3d at 326(...
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