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Sciolino v. TD Waterhouse Investor Services, Inc.

Citations: 562 S.E.2d 64; 149 N.C. App. 642; 2002 N.C. App. LEXIS 269Docket: COA01-422

Court: Court of Appeals of North Carolina; April 2, 2002; North Carolina; State Appellate Court

Narrative Opinion Summary

In this case, the plaintiffs filed a complaint against several defendants, including financial services corporations and individuals, alleging breaches of contract, fiduciary duty, negligence, fraud, and conversion. The defendants sought to compel arbitration based on an arbitration clause they argued was incorporated into the account application signed by the plaintiffs. However, the trial court denied this motion after finding that the arbitration agreement was not validly formed as the customer agreement containing the arbitration clause was neither attached to the application nor signed by the parties. The defendants appealed, asserting that the application itself incorporated the arbitration clause by reference. The appellate court evaluated whether a valid arbitration agreement existed and concluded that the defendants failed to meet their burden of proving mutual consent to arbitrate. The appellate court affirmed the trial court's decision, emphasizing the importance of mutual assent and the necessity for arbitration clauses to be clearly agreed upon by both parties. As a result, the motion to compel arbitration was denied, and the plaintiffs were not bound to arbitrate their claims.

Legal Issues Addressed

Appealability of Denial to Compel Arbitration

Application: The appellate court recognized the denial of the motion to compel arbitration as immediately appealable due to the significant right to arbitrate potentially being lost.

Reasoning: The appellate court confirmed that the denial of the motion was immediately appealable due to the substantial right to arbitrate claims that could be lost if the appeal were delayed.

Arbitration Agreement and Mutual Assent

Application: The court examines whether plaintiffs were bound by an arbitration clause in a customer agreement that was not signed nor attached to the application they signed.

Reasoning: Defendants submitted two customer agreements that were not included with the application signed by plaintiffs and lacked plaintiffs' signatures.

Burden of Proof in Arbitration Agreements

Application: Defendants were required to demonstrate that plaintiffs consented to arbitration, which they failed to do as the agreements were neither signed nor acknowledged by plaintiffs.

Reasoning: Defendants bear the burden of proving mutual consent to arbitrate, and past rulings indicate that arbitration clauses must be independently negotiated and cannot be part of adhesion contracts.

Interpretation of Contract Terms and Intent

Application: The court must analyze documentation to discern the intent of the parties, particularly when mutual assent to contract terms is questioned.

Reasoning: If there is uncertainty regarding assent, the court must analyze the written documents to determine the parties' intentions.