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Walker v. BuildDirect.com Technologies, Inc.

Citations: 733 F.3d 1001; 2013 U.S. App. LEXIS 16932; 2013 WL 4106341Docket: 12-6261

Court: Court of Appeals for the Tenth Circuit; August 15, 2013; Federal Appellate Court

Original Court Document: View Document

Narrative Opinion Summary

The case arises from a dispute between consumers, the Walkers, and the seller, BuildDirect.com Technologies, Inc., over a purchase of hardwood flooring that allegedly resulted in a wood-boring insect infestation in the consumers' home. The core legal issue involves whether an arbitration clause contained within the seller's 'Terms of Sale' is incorporated by reference into the consumer contract, despite the contract's failure to explicitly cite the location of these terms. The Walkers filed multiple claims, including fraud and breach of contract, while BuildDirect sought to compel arbitration based on the clause. This matter reached the Tenth Circuit Court of Appeals, which certified a question to the Supreme Court of Oklahoma to determine if the contract effectively incorporated the 'Terms of Sale,' thus mandating arbitration under the Federal Arbitration Act (FAA). The appeal hinges on this determination, with the outcome affecting the viability of the arbitration clause. The FAA restricts states from obstructing enforcement of arbitration agreements, but the resolution of this case depends on Oklahoma contract law, which has not yet addressed this specific incorporation issue. The appeal is paused pending the state Supreme Court's guidance.

Legal Issues Addressed

Federal Arbitration Act (FAA) and State Contract Law

Application: The FAA governs the enforceability of arbitration agreements and limits state laws that might obstruct the objectives of arbitration.

Reasoning: Under the Federal Arbitration Act (FAA), if a federal court confirms the existence of an arbitration agreement, it must stay litigation and order the parties to proceed to arbitration.

Incorporation by Reference in Consumer Contracts

Application: The case examines whether a consumer contract that states it is 'subject to' additional terms effectively incorporates those terms, even without explicit reference to where they can be accessed.

Reasoning: The contract in question states it is 'subject to' the seller’s Terms of Sale but does not explicitly reference the website where these terms are available.

Preemption by Federal Arbitration Act

Application: The FAA preempts state laws that would invalidate arbitration agreements, ensuring that arbitration clauses are enforceable despite state-level restrictions.

Reasoning: The FAA preempts state laws that obstruct its objectives, particularly those that undermine the fundamental nature of arbitration.

Role of State Law in Determining Arbitration Agreement

Application: The determination of an arbitration agreement's existence is guided by state contract law principles, with Oklahoma law being applicable in this case.

Reasoning: The determination of an arbitration agreement's existence relies on state contract law principles, with Oklahoma law governing this case.