Wright v. GreenSky, Inc.

Decision Date14 June 2021
Docket NumberCase No. 20-cv-62441-BLOOM/Valle
PartiesALEXISS WRIGHT, MARIA C. POZA, JERRICK BUCK, and YVONNE BUCK, individuals, on behalf of themselves and others similarly situated, Plaintiffs, v. GREENSKY, INC.; GREENSKY, LLC; GREENSKY HOLDINGS, LLC; and GREENSKY MANAGEMENT COMPANY, LLC, Defendants.
CourtU.S. District Court — Southern District of Florida

ALEXISS WRIGHT, MARIA C. POZA, JERRICK BUCK, and YVONNE BUCK,
individuals, on behalf of themselves and others similarly situated, Plaintiffs,
v.
GREENSKY, INC.; GREENSKY, LLC; GREENSKY HOLDINGS, LLC; and
GREENSKY MANAGEMENT COMPANY, LLC, Defendants.

Case No. 20-cv-62441-BLOOM/Valle

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA

June 14, 2021


OMNIBUS ORDER

THIS CAUSE is before the Court upon Defendants GreenSky, Inc., GreenSky, LLC, GreenSky Holdings, LLC, and GreenSky Management Company, LLC's (collectively, "Defendants") Motion to Compel Arbitration as to all Claims Asserted by Plaintiff Maria Poza and to Dismiss or Stay Claims of Maria Poza Pending Arbitration, ECF No. [24] ("Motion to Compel"), and Plaintiff Maria Poza's ("Plaintiff") Motion to Exclude from Consideration Exhibits to Defendants' Reply in Support of Motion to Compel Arbitration, ECF No. [45] ("Motion to Exclude"), (collectively, the "Motions"). The Court has carefully reviewed the Motions, all related submissions, the record in this case, the applicable law, and is otherwise fully advised. For the reasons set forth below, the Motion to Exclude is denied and the Motion to Compel is granted.

I. BACKGROUND

Plaintiff Alexiss Wright ("Wright") initiated this class action against Defendants on July

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17, 2020, in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida. See ECF No. [1-2] at 5-37. On December 1, 2020, Defendants removed the above-styled case to this Court, alleging jurisdiction under the Class Action Fairness Act ("CAFA") of 28 U.S.C. § 1332(d). ECF No. [1] ("Notice"). On December 16, 2020, Wright filed a First Amended Class Action Complaint, ECF No. [12] ("Amended Complaint"), which added Plaintiffs Maria Poza, Jerrick Buck, and Yvonne Buck as named plaintiffs. The Amended Complaint asserts the following three counts against each Defendant: Count I - Violations of Florida's Loan Broker Law (Fla. Stat. § 687.14, et seq.); Count II - Violations of Florida's Credit Service Organizations Act ("CSOA") (Fla. Stat. § 817.7001, et seq.); and Count III - Injunctive Relief. See generally id.

A general overview of the facts relevant to the instant Motions are as follows. Defendants are financial technology companies that allow various types of merchants, including home improvement contractors, to apply for point-of-sale loans on behalf of their customers through a mobile application that streamlines the entire lending process. They fund these loans through partnerships with lending institutions that serve as the lenders in these financing agreements. As such, Defendants orchestrate the loan origination process from the initial loan application through funding and, after brokering the loan, Defendants act as the loan servicer. The claims asserted in the Amended Complaint are premised upon Defendants allegedly concealing the nature and amount of the merchant fees charged to consumers and failing to comply with the disclosure requirements of credit services organizations.

On November 10, 2016, Plaintiff contracted with Paradise Exteriors for the purchase and installation of storm shutters, which was to be financed by a GreenSky-program loan. The Paradise Exteriors salesperson told Plaintiff that she could purchase custom shutters by making a down payment and financing the remaining amount, and Plaintiff ultimately agreed to do so. Plaintiff

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provided Paradise Exteriors with the necessary personal information to complete the loan application, and she was ultimately approved for a loan from SunTrust Bank (the "Lender"). On February 28, 2017, Paradise Exteriors installed Plaintiff's storm windows, and Plaintiff began drawing down on the loan on March 4, 2017.

Central to the parties' dispute is the Installment Loan Agreement between the Lender and Plaintiff, see ECF No. [24-1] at 10-17 (the "Loan Agreement" or the "Agreement"), which contains an Arbitration Provision, id. at 13. Notably, although Plaintiff and the Lender are both parties to the Agreement, the Lender is the sole signatory. Defendants neither signed the Loan Agreement, nor were parties to it, but they did service and manage Plaintiff's loan transactions.

Defendants now file the Motion to Compel, arguing that the Loan Agreement contains a mandatory arbitration provision directing the parties to resolve any and all disputes through arbitration. ECF No. [24]. In support of their Motion to Compel, Defendants submitted the Declaration of Timothy D. Kaliban, ECF No. [24-1] ("Kaliban Declaration"), along with supporting documentation. Plaintiff filed her response in opposition to the Motion to Compel, ECF No. [39] ("Response"), which attached the Declaration of Maria C. Poza, ECF No. [39-1] ("Poza Declaration"), and two supporting exhibits, ECF Nos. [39-2] & [39-3]. Defendants submitted a Reply in Support of their Motion to Compel, ECF No. [43] ("Reply"), which appended two additional exhibits in response to Plaintiff's arguments, see ECF Nos. [43-1] & [43-2].

After Defendants' Motion to Compel was fully briefed, Plaintiff filed her Motion to Exclude, arguing that Defendants improperly submitted new evidence with their Reply that was previously available. As such, Plaintiff requests that this Court decline to consider the exhibits. See ECF No. [45]. Defendants take the opposing position. The Motion to Exclude is ripe for this Court's consideration. See ECF Nos. [46] & [47].

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II. LEGAL STANDARD

The presence of a valid arbitration provision raises a strong presumption in favor of enforcement. See Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 630-31 (1985) (stressing that the enforcement of a mutually agreed upon arbitration or forum-selection clause serves as an "indispensable precondition to the achievement of the orderliness and predictability essential to any international business transaction"). Indeed, the Federal Arbitration Act ("FAA"), 9 U.S.C. § 1, et seq., "embodies a 'liberal federal policy favoring arbitration agreements.'" Hemispherx Biopharma, Inc. v. Johannesburg Consol. Invs., 553 F.3d 1351, 1366 (11th Cir. 2008) (quoting Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24 (1983)). Accordingly, the FAA requires courts to "rigorously enforce agreements to arbitrate." Brandon, Jones, Sandall, Zeide, Kohn, Chalal & Musso, P.A. v. MedPartners, Inc., 312 F.3d 1349, 1357-58 (11th Cir. 2002) (quoting Mitsubishi Motors Corp., 473 U.S. at 625-26), abrogated on other grounds by Ray Haluch Gravel Co. v. Cent. Pension Fund of Int'l Union of Operating Eng'rs & Participating Emp'rs, 134 S. Ct. 773 (2014); see also Hemispherx Biopharma, Inc., 553 F.3d at 1366 (citing Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 221 (1985)). Under the FAA, a written agreement to arbitrate is "valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract." 9 U.S.C. § 2.

Despite courts' proclivity for enforcement, a party will not be required to arbitrate where it has not agreed to do so. See Nat'l Auto Lenders, Inc. v. SysLOCATE, Inc., 686 F. Supp. 2d 1318, 1322 (S.D. Fla. 2010), aff'd, 433 F. App'x 842 (11th Cir. 2011) (citing United Steelworkers of Am. v. Warrior & Gulf Navigation Co., 363 U.S. 574, 582 (1960)). "Under federal law, arbitration is a matter of consent, not coercion." World Rentals & Sales, LLC v. Volvo Constr. Equip. Rents, Inc., 517 F.3d 1240, 1244 (11th Cir. 2008). It is axiomatic that the determination of whether parties

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have agreed to submit a dispute to arbitration is an issue of law subject to judicial resolution. See Granite Rock Co. v. Int'l Bhd. of Teamsters, 561 U.S. 287, 296 (2010). Generally, this determination requires the district court to apply standard principles of state contract law. First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 939 (1995); see also P&S Bus. Machs., Inc. v. Canon USA, Inc., 331 F.3d 804, 807 (11th Cir. 2003).

In addition, the Court of Appeals for the Eleventh Circuit has explained that courts should "treat motions to compel arbitration similarly to motions for summary judgment." Hearn v. Comcast Cable Commc'ns, LLC, 992 F.3d 1209, 1215 n.3 (11th Cir. 2021) (citing Bazemore v. Jefferson Cap. Sys., LLC, 827 F.3d 1325, 1333 (11th Cir. 2016) (concluding "that a summary judgment-like standard is appropriate and hold[ing] that a district court may conclude as a matter of law that parties did or did not enter into an arbitration agreement only if 'there is no genuine dispute as to any material fact' concerning the formation of such an agreement")). Therefore, in determining whether to compel arbitration, district courts must view the facts in the light most favorable to the nonmovant. Allen v. Tyson Foods, Inc., 121 F.3d 642, 646 (11th Cir. 1997).

"By its terms, the [FAA] leaves no room 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., 470 U.S. at 213. Thus, if the criteria above are satisfied, a court is required to issue an order compelling arbitration. See John B. Goodman Ltd. P'ship v. THF Constr., Inc., 321 F.3d 1094, 1095 (11th Cir. 2003) ("Under the FAA, . . . a district court must grant a motion to compel arbitration if it is satisfied that the parties actually agreed to arbitrate the dispute.").

III. DISCUSSION

Defendants seek to compel arbitration of Plaintiff's claims, arguing that Plaintiff was on

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notice of the terms and conditions of the Loan Agreement, including the Arbitration Provision and that, by drawing down the loan and making the loan installment payments, she further manifested her assent to be bound by the Agreement. Plaintiff responds that Defendants are not parties to the Agreement and therefore cannot compel her to arbitrate. Moreover, even if they can compel...

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