Existence Of Arbitration Agreement/Non-Signatories: Motion To Compel Arbitration Was Properly Denied Because There Was No Single Signed Arbitration Agreement And The Respondent Did Not Have Notice Of Arbitration Requirement

Bridge Player Could Not Be Compelled To Arbitrate With American Contract Bridge League.

        Only yesterday I blogged about another "existence of arbitration agreement" case, Noor v. Katz.  Here comes another one, Blakely v. American Contract Bridge League, A150382 (1/1  9/20/17) (Dondero, Margulies, Banke) (unpublished).  These cases are actually surprisingly common.  Why?  In real life, contractual documentation is often piecemeal, with one document containing an arbitration clause, other documents not containing arbitration clauses, contracts lacking integration, documents created over a span of time, use of hardcopies and of email, and questions about notice naturally arising.

        Plaintiff Blakely was a member of the American Contract Bridge League (ACBL) since at least 1995 -- a time when the ACBL did not have an arbitration provision with its members.  After a legal dispute arose between Blakely and the ACBL, the parties entered into a contract, which, however, did not contain an arbitration clause.  When a subsequent dispute arose, Blakely sued, and the ACBL moved to arbitrate.  After the trial court denied the motion to compel arbitration, the ACBL appealed.  

        The ACBL was unable to overcome the standard that "substantial evidence" supported the trial court's denial of the motion.  A material factual dispute existed as to whether Blakely had actual notice of the arbitration provision on the ACBL's website, on the reverse side of an invoice, and on agenda minutes of a board of directors' meeting.  The trial judge resolved those issues in favor of Blakely, and the Court of Appeal agreed that substantial evidence supported the trial judge's conclusion.

        COMMENT:  Defendants conceded "there is no single, standalone document that constitutes Blakely's membership agreement with ACBL and/or that contains a signed agreement to arbitrate disputes with ACBL."  That's why the ACBL had to argue that Blakely had received notice of the arbitration provision while continuing his membership.  Disputes such as this one would be few and far between if the party desiring arbitration insisted on having a single integrated signed agreement containing a binding arbitration provision!