Matthew Dickson, individually and on behalf of all others similarly situated; Jennifer Dickson, individually and on behalf of all others similarly situated Plaintiffs - Appellees
Gospel for ASIA, Inc.; Gospel for ASIA - International; K. P. Yohannan; Gisela Punnose; Daniel Punnose; David Carroll; Pat Emerick Defendants - Appellants
Submitted: December 12, 2017
from United States District Court for the Western District of
Arkansas - Fayetteville
SMITH, Chief Judge, ARNOLD and KELLY, Circuit Judges.
ARNOLD, Circuit Judge.
and Jennifer Dickson sued Gospel for ASIA, Inc., one of its
affiliates, and members of its board of directors and staff
(collectively, GFA), alleging, in a nutshell, that GFA
"solicit[ed] charitable donations to benefit the poorest
of the poor while covertly diverting the money to a
multi-million dollar personal empire." The Dicksons
raised, on behalf of themselves and a class of those
similarly situated, a claim under the Racketeer Influenced
and Corrupt Organizations Act and state-law claims for fraud,
unjust enrichment, and violating the Arkansas Deceptive Trade
Practices Act. GFA moved to compel arbitration of the claims
based on language found in "Statement[s] of
Agreement" that the Dicksons had signed. The district
court denied the motion, holding that the agreements lacked
"mutuality of obligation" because GFA promised
nothing in return for the Dicksons' promise to arbitrate.
The district court also concluded that the dispute did not
fall within the scope of the arbitration language. We
disagree on both scores and therefore reverse and remand.
Dicksons were members of GFA for about five years, during
which time Matthew worked for GFA. The agreements the
Dicksons signed are admittedly not like the arbitration
agreements we typically construe-they essentially contain the
GFA mission statement and a series of religious and lifestyle
pledges. Near the end of the agreements sits the provision we
have to interpret. It begins, "I agree that any and all
disputes of any kind arising out of the relationship between
myself and GFA, or any other GFA member, shall be resolved by
way of conciliation, or mediation, the parties agreeing that
the matter will be submitted to final and binding arbitration
in accordance with the rules and procedures set forth in the
Unif[orm] Arbitration Act." It then provides,
"Accordingly, I knowingly and willingly waive any and
all rights to initiate any action before any administrative
agency or court of law or equity."
review de novo the district court's denial of a motion to
compel arbitration when the denial is based on the
interpretation of a contract. See Unison Co. v. Juhl
Energy Dev., Inc., 789 F.3d 816, 818 (8th Cir. 2015).
When reviewing an arbitration clause, we ask only whether a
valid arbitration agreement exists and, if so, whether the
particular dispute falls within the terms of that agreement.
Faber v. Menard, Inc., 367 F.3d 1048, 1052 (8th Cir.
2004). State contract law governs whether an arbitration
agreement is valid, id., and the parties here agree
that Texas law applies. Under Texas law, consideration must
support an arbitration agreement. In re Palm
Harbor Homes, Inc., 195 S.W.3d 672, 676 (Tex. 2006).
Consideration may take the form of a reciprocated promise to
arbitrate or, when an arbitration clause is part of a larger,
underlying contract, undertakings in the remainder of the
contract may serve as consideration for the arbitration
acknowledge that the artless arbitration provision we must
construe here is far from clear, but we nevertheless conclude
that, properly read, it creates an enforceable reciprocal
agreement to arbitrate disputes. In reaching this conclusion,
we focus on the fact that the arbitration clause says that
"the parties" agree that any disputes will be
submitted to binding arbitration. That the subject of that
clause is "the parties," rather than "I,"
is telling, especially since "I" is the subject of
the clause immediately before and in the sentence immediately
after. In fact, "I" is the subject of many of the
pledges set forth in the agreements, except, notably, when
the agreements replace "I" with "the
parties" in the clause that mentions arbitration. And if
there exists any confusion over who "the parties"
are, the next paragraph of the agreements explain that the
agreements are "between Gospel for Asia and the
undersigned." Under Texas law, courts "presume
parties intend what the words of their contracts say."
URI, Inc. v. Kleberg Cty., 543 S.W.3d 755, 764 (Tex.
agree with GFA that the sentence stating, "Accordingly,
I knowingly and willingly waive any and all rights to
initiate any action before any administrative agency or court
of law or equity," does not cut against the previous
statement that "the parties" agree disputes will be
submitted to arbitration. We think that the purpose of the
sentence is to ensure that the signatory understood the
import of the agreement to arbitrate. And we reject the
argument that GFA was not bound to arbitrate simply because
it did not sign the agreement. Texas law does not require
parties to sign an arbitration agreement so long as courts
can tell that the parties agreed to it. See In re
AdvancePCS Health L.P., 172 S.W.3d 603, 606 (Tex. 2005)
(per curiam); see also Wright v. Hernandez, 469
S.W.3d 744, 756-57 (Tex. App. 2015). We have no doubt that
GFA assented to the agreements at issue and intended them to
be enforceable: GFA drafted the agreements and affixed its
letterhead to them; it maintained the agreements; and it
seeks to enforce them. See Wright, 469 S.W.3d at
we acceded to the dissent's interpretation of the
agreements, we think that GFA's promise to be bound by
the result of an arbitration proceeding that the Dicksons
initiate is sufficient consideration to render the agreements
enforceable. In other words, a reciprocal promise to
arbitrate is not required. The dissent relies on a Texas
Supreme Court decision that observed in passing, and without
citation to authority, that "[a]n arbitration agreement
is illusory if it binds one party to arbitrate, while
allowing the other to choose whether to arbitrate."
Royston, Rayzor, Vickery, & Williams, LLP v.
Lopez, 467 S.W.3d 494, 505 (Tex. 2015). But the
plaintiff's contention in Royston was that the
defendant had not actually promised to arbitrate; here, the
question is whether the promise the defendant made to be
bound by arbitral proceedings was sufficient consideration.
The Royston court rejected the plaintiff's
argument "because consideration exists for the
[arbitration] provision," noting that "the mere
fact that an arbitration clause is one-sided does not make it
illusory." Id. If anything, then,
Royston supports our conclusion. We are confident
that, if the Texas Supreme Court were directly confronted
with the issue we now face, it would hold that any
consideration of the usual kind is sufficient to support a
promise to arbitrate, including a promise to be bound by
arbitration initiated by the other party. See, e.g.,
Circuit City Stores, Inc. v. Najd, 294 F.3d 1104,
1108 (9th Cir. 2002); Michalski v. Circuit City Stores,
Inc., 177 F.3d 634, 636 (7th Cir. 1999); Johnson v.
Circuit City Stores, Inc., 148 F.3d 373, 378-79 (4th
Cir. 1998). It is important to note that the Federal
Arbitration Act requires that states place arbitration
agreements on an equal footing with other contracts,
Kindred Nursing Ctrs. Ltd. P'ship v. Clark, 137
S.Ct. 1421, 1424 (2017), so requiring identical reciprocal
promises only for arbitration agreements would be contrary to
valid arbitration agreements exist, we are left to determine
whether the disputes here fall within the scope of those
agreements. We liberally construe arbitration agreements by
resolving any doubts in favor of arbitration unless we can
say "with positive assurance" that the arbitration
clause cannot be construed to encompass the dispute.
Unison, 789 F.3d at 818. When an arbitration
provision is broad, the federal policy favoring arbitration
requires a district court to send claims to arbitration
"as long as the underlying factual allegations simply
touch matters covered by the arbitration provision."
Id. Without question, the arbitration agreements
here are broad. See Zetor N. Am., Inc. v. Rozeboom,
861 F.3d 807, 810 (8th Cir. 2017); Cedillo v. Immobiliere
Jeuness Establissement, 476 S.W.3d 557, 568 (Tex. App.
conclude that the district court interpreted the scope of the
arbitration agreements too narrowly, reasoning that, since
none of the mission statements or pledges found in the
agreements "reach" donations made to the church,
the dispute was "entirely unrelated to" the
parties' agreements. Even if the agreements do not reach
donations made to GFA, a point we do not decide, the district
court erred because the arbitration agreements did not apply
only to disputes arising out of the agreements; rather, they
applied by their terms to "any and all disputes of any
kind arising out of the relationship" between the
Dicksons and GFA, and we cannot say "with positive
assurance" that the donations the Dicksons made to GFA
did not arise out of that relationship.