Respondent, Janice Fuller, was staying at a hotel in Las Vegas, Nevada. On two occasions, she used a check cashing service of the hotel. Petitioners provide management and debt recovery services in connection with the check cashing. In all, Respondent obtained $1,200. Respondent admits that she cashed checks at the hotel and that she signed an electronic credit card terminal. However, she specifically denies being presented with or signing any paper forms. The arbitration language which Petitioners seek to enforce appears on the face of the paper forms.
Respondent alleges that she repaid the $1,200, but that Plaintiffs attempted to collect the debt after payment was made. Petitioners moved to compel arbitration, citing the language in the paper forms. Respondent opposed the motion on two grounds. First, Respondent argued that an agreement to arbitrate did not exist because of a lack of assent. Second, Respondent argued that the agreement, if any, was unconscionable. Citing multiple factors, the trial court found that an agreement to arbitrate did not exist. Accordingly, Petitioners’ motion was denied. The parties, however, disagree over whether the trial court’s denial was based on assent, unconscionability, or both.
Was the trial court correct in refusing to enforce the arbitration agreement?
The Supreme Court, by a 5-0 vote, vacated and remanded the trial court’s order, finding that it lacked the requisite specificity.
Justice Armstead, writing for the Court, stressed that the parties had two very different understandings of the trial court’s rulings. Respondent insisted that the trial court expressly found that there was no agreement to arbitrate—i.e., that no agreement was, in fact, formed by the parties. Petitioners, however, rejected this reading of the order. Their understanding of the trial court’s ruling was that a contract was formed, but was found to be unconscionable and, therefore, unenforceable as a matter of West Virginia law.
“It is unclear what legal theory or facts the circuit court relied upon when considering the motion to compel,” stated Justice Armstead. Trial courts speak “through [their] written orders, which, as a rule, must contain the requisite findings of fact and conclusions of law to permit meaningful appellate review.” The Court then applied this general rule to orders addressing arbitration issues: “We hold that when a circuit court denies a motion to compel arbitration, the circuit court’s order must contain the requisite findings of fact and conclusions of law that form the basis of its decision.”
Here, the trial court’s order did not specifically resolve competing issues of fact that were presented by way of affidavits. Furthermore, the court did not clearly lay out its unconscionability analysis. When unconscionability is raised by a party, the court must address the issue in terms of both procedural and substantive unconscionability. Because the order failed to do so in a way that clearly set forth the court’s thought process, it was deficient:
“We think it is one thing for us to say what a particular term means in the context of a reasonably clear order…and something else for us to guess at a circuit court’s reasoning or even its decision. That is not fair to the circuit court, which may have had compelling reasons for its decision. It is certainly not fair to the parties. Because the circuit court failed to provide sufficient findings of fact and conclusions of law to support its holding, we must remand this case for the circuit court to make such findings and conclusions.”
It is unfortunate, but understandable, that the Supreme Court failed to address the arbitration issues raised in this appeal. However, the lesson is still an important one. As litigators, it may be necessary to ask the trial court for a more thorough order so that the parties don’t needlessly incur the time and expense of appealing a deficient order. In due time, we hope, this issue will make its way before the Supreme Court again to be decided on the strength of a trial court order that is clear enough to support appellate review.