Sharon McCally, Justice
Stacey Neumann Vu, Harry M. Reasoner, Catherine B. Smith, Houston, TX, for appellant.
Lance Christopher Kassab, Houston, TX, for appellee.
OPINION
Sharon McCally, Justice
In this legal malpractice case, a company asserts claims derivatively against the lawyers and law firm that represented two partnerships in which the company was a partner. The lawyers and law firm represented the partnerships pursuant to a written representation agreement, which contained a broad arbitration clause. After the company filed suit, the lawyers and law firm sought to compel arbitration under the arbitration clause. The trial court denied the motion to compel arbitration. In this interlocutory appeal, the lawyers and law firm assert in a single issue that the trial court erred in denying their motion to compel. We reverse and remand.
I. Background
Appellants J. Russell Davis, Ricardo G. Cedillo, Jason C. Zehner, and Davis, Cedillo & Mendoza, Inc. (collectively, DCM) are attorneys and a San Antonio-based law firm. Appellee Immobiliere Jeuness Establissement (IJE) is a Lichtenstein entity and a limited partner of 29 Kuykendahl Road, Ltd. (29 Kuykendahl), which in turn is a limited partner of 9.2 Louetta Road, Ltd. (9.2 Louetta). 29 Kuykendahl and 9.2 Louetta (collectively, the Original Partnerships) are Texas limited partnerships. From March 24, 2009 to June 6, 2011, DCM represented the Original Partnerships in litigation initiated by IJE in a Harris County district court involving a series of transactions relating to the development of an affordable housing complex called “Villages at Louetta,” constructed on land previously owned by the Original Partnerships (the Louetta litigation). DCM represented the Original Partnerships in the Louetta litigation under a Legal Representation Agreement (the representation
Zehner is a former associate and shareholder of the firm.
agreement) dated March 24, 2009. The representation agreement contains the following arbitration clause:
Arbitration : Any disputes arising out of the relationship between Firm [DCM] and Client [the Original Partnerships] shall be submitted to binding arbitration, and both Firm and Client agree to be bound by the results of arbitration. The arbitration shall be governed by the Commercial Arbitration Rules of the American Arbitration Association. San Antonio, Bexar County, Texas shall be the exclusive venue, and any disputes submitted to arbitration shall be governed by the laws of the State of Texas.
Following the lifting of a seventeen-month abatement on August 15, 2014, DCM began producing documents in response to IJE's discovery requests. DCM provided the representation agreement containing the arbitration clause to its attorneys
on October 1; DCM's attorneys reviewed the document for production to IJE and discovered the arbitration clause. On December 5, 2014, DCM filed a motion to compel arbitration and stay litigation pursuant to the Federal Arbitration Act (FAA) or, alternatively, under the Texas General Arbitration Act (TGAA). Shortly before the hearing on the motion to compel, IJE filed an opposition brief asserting numerous grounds for denying the motion: (1) there was insufficient evidence that the Original Partnerships agreed to the representation agreement; (2) IJE's claims fall outside the scope of the agreement; (3) even if the Original Partnerships would have been required to arbitrate their claims against DCM, IJE could not be compelled to arbitrate derivative claims on the Original Partnerships' behalf because IJE was not a party to the representation agreement; (4) the arbitration provision in the representation agreement is unconscionable; and (5) DCM waived its right to arbitration.
The trial court denied DCM's motion to compel arbitration on January 15, 2015. In early February, the court issued an amended order clarifying that it was denying the motion on the ground that “IJE was not a party to the Representation Agreement and therefore cannot be compelled to arbitrate the derivative claims asserted on behalf of 29 Kuykendahl Road, Ltd. and 9.2 Louetta Road, Ltd.” DCM timely noticed its appeal of the order and amended order denying its motion to compel arbitration. See Tex. Civ. Prac. & Rem. Code Ann. § 51.016 (authorizing interlocutory appeal of denial of motion to compel arbitration under the FAA); id. § 171.098(a)(1) (permitting interlocutory appeal of denial of motion to compel arbitration under the TGAA).
II. Analysis
In a single issue, DCM asserts that the trial court erred in denying its motion to compel arbitration. First, we evaluate the validity of the arbitration agreement. Once we determine that DCM established that a valid arbitration agreement exists, we ascertain whether IJE is bound to that arbitration agreement and whether IJE's claims fall within the scope of the arbitration agreement. After examining IJE's factual allegations in its petition, we determine that IJE is bound to the arbitration agreement and further determine that we cannot say with positive assurance that the arbitration clause is not susceptible to an interpretation which would cover this dispute. Finally, we turn to the remaining arguments presented by IJE in its response to the motion to compel arbitration and conclude that none of them provide a legal basis for the trial court's denial of DCM's motion.
The parties agree that, although the trial court clarified that the basis for its denial of the motion to compel arbitration was that IJE was not a signatory to the agreement, we should consider the alternate grounds raised by IJE in resisting the motion to compel. As a matter of judicial economy, we have done so in this opinion.
A. Standard of Review
When an arbitration agreement is silent about whether the FAA or the TGAA applies and neither party asserts the FAA applies or preempts the TGAA, we need not address whether the FAA applies. See Branch Law Firm, L.L.P. v. Osborn, 447 S.W.3d 390, 394 n. 10 (Tex.App.—Houston 14th Dist. 2014, no pet.); Osornia v. AmeriMex Motor & Controls, Inc., 367 S.W.3d 707, 711 (Tex.App.—Houston 14th Dist. 2012, no pet.). The FAA and TGAA address the same underlying substantive principles. Forest Oil Corp. v. McAllen, 268 S.W.3d 51, 56 n. 10 (Tex.2008) (noting the similarities of the acts and relying interchangeably on cases discussing the FAA and TGAA). Because the substantive principles applicable to our analysis are the same under either act, we cite cases decided under the FAA and TGAA interchangeably. See id.; Branch Law Firm, L.L.P., 447 S.W.3d at 394 n. 10.
We review de novo whether an arbitration agreement is enforceable.
Rachal v. Reitz, 403 S.W.3d 840, 843 (Tex.2013) (citing
In re Labatt Food Serv., L.P., 279 S.W.3d 640, 643 (Tex.2009) (orig.proceeding)). When reviewing the denial of a motion to compel arbitration, we defer to the trial court's factual determinations that are supported by evidence but review the trial court's legal determinations de novo.
Id. The issues raised in this appeal all involve the enforceability of the arbitration agreement; thus we review them de novo.
B. Validity of Arbitration Agreement
A party seeking to compel arbitration must first establish that a valid arbitration agreement exists. In re Rubiola, 334 S.W.3d 220, 223 (Tex.2011) (orig.proceeding). If the relevant parties did not sign the contract in which the arbitration agreement is found, addressing the first prong includes analysis of whether a non-signatory is bound by or can enforce the arbitration agreement. See id. at 223–24; see also PAK Foods Houston, LLC v. Garcia, 433 S.W.3d 171, 178 (Tex.App.—Houston 14th Dist. 2014, pet. dism'd) (holding that even if claims were derivative, because there is no valid agreement to arbitrate, Labatt is inapplicable).
Arbitration cannot be ordered in the absence of an agreement to arbitrate. Freis v. Canales, 877 S.W.2d 283, 284 (Tex.1994). Arbitration is favored under public policy, but it also is a creature of contract. In re Poly–Am., L.P., 262 S.W.3d 337, 348 (Tex.2008) (orig.proceeding). We do not resolve doubts or indulge a presumption in favor of arbitration in deciding whether the parties have agreed to arbitrate. See In re Kellogg Brown & Root, Inc., 166 S.W.3d 732, 737 (Tex.2005) (orig.proceeding). Instead, through the neutral application of state contract law, we decide whether an enforceable agreement exists in the first instance and whether generally applicable contract defenses may be applied to invalidate the arbitration agreement. See In re Poly–Am., L.P., 262 S.W.3d at 348.
Under Texas law, the trial court conducts a summary proceeding to determine the applicability of an arbitration clause. In re Weekley Homes, L.P., 180 S.W.3d 127, 130 (Tex.2005) (orig.proceeding). A motion to compel arbitration is similar to a motion for partial summary judgment and is subject to the same evidentiary standards. In re Jebbia, 26 S.W.3d 753, 756–57 (Tex.App.—Houston 14th Dist. 2000, orig. proceeding). The party alleging an arbitration agreement must present summary proof that an agreement to arbitrate requires arbitration of the dispute. Jack B. Anglin Co. v. Tipps, 842 S.W.2d 266, 269 (Tex.1992) (orig.proceeding); Jebbia, 26 S.W.3d at 757.
Here, the arbitration clause relied on by DCM is contained in the representation agreement between DCM and the Original Partnerships. Although DCM signed the representation agreement, the representative of the Original Partnerships, David Beucler, did not sign the agreement. “But neither the FAA nor Texas law requires that arbitration clauses be signed, so long as they are
IJE attached numerous engagement letters between various entities represented by Beucler and DCM to its response. These letters range in date from January 21, 1997 to March 25, 2009. Many of these engagement letters are not signed by Beucler. And none of these letters reference the Original Partnerships.
written and agreed to by the parties.”
In re AdvancePCS Health L.P., 172 S.W.3d 603, 606 (Tex.2005) (orig.proceeding) (per curiam). Further, if one party signs a contract, the other party's acceptance may be demonstrated by its conduct.
Smart Call, LLC v. Genio Mobile, Inc., 14–13–00223–CV,
2014 WL 3955083, at *5 (Tex.App.—Houston 14th Dist. Aug. 14, 2014, pet. denied) (citing
Hearthshire Braeswood Plaza Ltd. P'ship v. Bill Kelly Co.,
849 S.W.2d 380, 392 (Tex.App.—Houston 14th Dist. 1993, writ denied)).
DCM alleged in its motion to compel arbitration that (1) it had executed and performed under the representation agreement in reliance on its terms and (2) an email from Beucler's son, Reid Beucler, established the Original Partnership's agreement to the arbitration clause contained in the representation agreement. DCM attached a declaration from J. Russell Davis, which incorporated numerous attachments and supported the motion. The email from Reid Beucler was attached to Davis's declaration. IJE objected to this email as hearsay and additionally made numerous hearsay objections to Davis's declaration, as well as objections to specific statements that it asserted were conclusory or lacked foundation. However, IJE failed to obtain a ruling on any of its objections. Thus, IJE's hearsay objections were not preserved. See Tex. R. App. P. 33.1(a); cf. Hou–Tex, Inc. v. Landmark Graphics, 26 S.W.3d 103, 112 (Tex.App.—Houston 14th Dist. 2000, no pet.).
See Tex. Civ. Prac. & Rem. Code Ann. § 132.001(a), (c).
In his declaration, Davis stated:
In my dealings with Michael Beucler, Reid Beucler often acted as a representative for Michael and his affiliate companies.
Based on prior experience, I expected that Reid Beucler was authorized to act as Michael Beucler and his companies' representative with respect to DCM's representation of the Defendants in the Original Dispute. On or about March 24, 2009, I gave Michael and Reid Beucler a copy of the Representation Agreement signed on behalf of DCM by Mr. Cedillo. I later received an email from Reid Beucler agreeing to the Representation Agreement.
From the outset, we advised the Clients that our representation is contingent on our ability to exercise independent professional
judgment on behalf of each client. If we find there are conflicting interests between any of the Clients, such that we cannot impartially represent each client, then it is our duty to withdraw from representing all of the Clients.
The allegations plead in this litigation, if proved, create a conflict of interest between certain Clients and/or the various Principals. As a result this firm is compelled to withdrawal [sic] as counsel of record to the Clients.
C. IJE is bound by the Arbitration Agreement
As discussed above, there is no dispute that IJE is suing derivatively on behalf of the Original Partnerships. Generally, a plaintiff bringing claims derivatively “steps into the shoes” of the party on behalf of whom the derivative plaintiff sues and is bound by any agreements to which that party has agreed. See, e.g., In re Labatt Food Serv., L.P., 279 S.W.3d at 644–46 (determining that wrongful death beneficiaries are placed in the exact “legal shoes” as the decedent and thus are bound by any arbitration agreement entered into by the decedent); Richardson v. Newman, 439 S.W.3d 538, 542 (Tex.App.—Houston 1st Dist. 2014, no pet.) (explaining that shareholder who brings a derivative suit “steps into the shoes of the corporation and asserts the corporation's claims for damages against the directors”); Ross v. Union Carbide Corp., 296 S.W.3d 206, 217 (Tex.App.—Houston 14th Dist. 2009, pet. denied) (“Because of the derivative nature of their claims, wrongful-death beneficiaries are generally bound by the injured family member's contract releasing the alleged tortfeasor from liability.”).
First, we note that the general principle discussed in In re Labatt Food Service —derivative plaintiffs “step into the shoes” and are bound by contracts entered into by the party on whose behalf they are suing—is a principle that has been applied
to arbitration agreements. Specifically, courts, including this court, have held that derivative plaintiffs are bound by the arbitration agreements entered into by the party for whom they are suing.
See, e.g.,
In re Labatt Food Serv., L.P., 279 S.W.3d at 644–46 (wrongful death beneficiaries bound by arbitration agreement entered into by decedent);
Zaporozhets v. Ct. Appointed Receiver in Cause No. 12–DCV–199496, No. 14–14–00143–CV,
2014 WL 5148151, at *1, 9 (Tex.App.—Houston 14th Dist. Oct. 14, 2014, no pet.) (receiver asserting claims derivatively on behalf of companies against companies' former accountant required to arbitrate those derivative claims falling within the scope of arbitration agreement between companies and accountant);
Stanford Dev. Corp. v. Stanford Condo. Owners Ass'n, 285 S.W.3d 45, 49–50 (Tex.App.—Houston 1st Dist. 2009, no pet.) (“[I]n this case, the individual owners bound themselves to arbitrate their claims with Stanford. Thus, the Association, when suing on the owners' behalf, is also bound to arbitrate....”).
We see no reason to depart from the well-established principle that a plaintiff suing derivatively on behalf of another party is bound to any relevant agreements to which that party agreed, including a valid arbitration agreement. Thus, to the extent the trial court denied the motion to compel arbitration solely because IJE was not a party to the arbitration agreement, the trial court erred.
In its brief, IJE appears to concede the trial court erred in denying the motion to compel arbitration solely on this basis: “To the extent the trial court denied arbitration based solely on the single ground that IJE was not a party to the Representation Agreement, doing so was error.”
2. IJE's derivative claims fall within the scope of the arbitration provision
Once an arbitration agreement is found to exist, we resolve doubts regarding an agreement's scope in favor of arbitration because of the strong presumption favoring agreements to arbitrate. In re Kellogg Brown & Root, 166 S.W.3d at 737. This policy favoring arbitration is so compelling that a court should not deny arbitration “unless it can be said with positive assurance that an arbitration clause is not susceptible of an interpretation which would cover the dispute at issue.” Prudential Secs. Inc. v. Marshall, 909 S.W.2d 896, 899 (Tex.1995) (orig.proceeding) (per curiam) (internal quotation marks and emphasis omitted). The burden is on parties opposing arbitration to show their claims fall outside the scope of the arbitration agreement. Id. at 899–900; see also Osomia v. AmeriMex Motor & Controls, Inc., 367 S.W.3d 707, 712 (Tex.App.—Houston 14th Dist. 2012, no pet.) (where an arbitration clause is broad, burden is on party opposing arbitration to show that its claims fall outside scope of clause). If the scope of an arbitration clause is fairly debatable or reasonably in doubt, it will be construed in favor of arbitration. FD Frontier Drilling (Cyprus), Ltd. v. Didmon, 438 S.W.3d 688, 694 (Tex.App.—Houston 1st Dist.] 2014, pet. denied). In determining whether a claim falls within the scope of an arbitration agreement, we focus on the factual allegations of the complaint rather than the legal causes of action asserted. See Prudential Secs. Inc., 909 S.W.2d at 900.
“The presumption of arbitrability is particularly applicable when the clause is broad; that is it provides for arbitration of ‘any dispute arising between the parties,’ or ‘any controversy or claim arising out of or relating to the contract thereof,’ or ‘any controversy concerning the interpretation, performance, or application
of the contract.’ ”
Baty v. Bowen, Miclette & Britt, Inc., 423 S.W.3d 427, 440 (Tex.App.—Houston 14th Dist. 2013, pet. denied). Here, the arbitration agreement is broad in scope: it covers “any dispute arising out of the relationship” between DCM and, as is relevant here, the Original Partnerships. The term “relationship” is not defined by the representation agreement; however, the term “representation” is defined to include only the legal representation of the client's interests in the Louetta litigation. The parties used the broader term “relationship” in the arbitration provision, rather than the defined term “representation.” Thus, the presumption of arbitrability is particularly applicable in this case.
See id.
• [S]ometime between December of 2001 and March 2002 Beucler closed on two separate loans respectively in the amount of a $1,000,000.00 and $400,000.00 (collectively the “$1.4 Million Loan). Both of these loans were personal to Beucler and the proceeds were all used for non-partnership purposes.
• When the maturity date on the [$1.4 Million Loan] was approaching, Beucler managed, with the assistance and guidance of his attorneys, to have the Loan refinanced ... The aim of the [refinancing] was simply to bridge the payment of the loan to receiving project financing for the development of the Tracts into an Affordable–Housing/multi–family project known as Villages at Louetta Apartments (the “Project”). Before the maturity date of the ... loan, Beucler and his lawyers were able to secure Project financing ... around February 13, 2004.
• Part of the proceeds from the Project financing ... went to pay off the $1.4 Million Loan. None of that money was repaid by ... Beucler but came out of Partnership Funds.... Beucler and his attorneys then used the elaborate refinancing scheme as a means of masking the real purpose on how the proceeds of the $1.4 Million Loan were actually used. Instead of complying with their fiduciary duties, the lawyers
helped Beucler hide the truth by concocting a partnership purpose for the use of the loan proceeds which they all knew to be untrue.
• Specifically, IJE was told by J. Russell Davis (“Davis”) of [DCM] that the loan proceeds were used “ In order to fund [the] development process, of 29 Kuykendahl and 9.2 Louetta ” which money “ went to FAS to apply as development costs to develop a viable/finance-able model for Affordable Housing development ”. Further Davis went on to state that “ FAS did formulate such model which resulted in the development of the 12 Acre Tract and the 6.7 Acre properties for Affordable Housing ”. As result “
FAS received a fee for assistance in the development of the project, out of the construction financing of $1.4 Million, which was applied to fully extinguish the Loan.
”
(emphasis in original).
Nonetheless, IJE asserts that this issue has already been determined in its favor by our sister court in Bristow v. Jameson, No. 01–96–00113–CV, 1996 WL 277138, at *1 (Tex.App.—Houston 1st Dist. May 22, 1996, no pet.) (not designated for publication). First, this opinion lacks precedential value because it was not designated for publication. See Tex. R. App. P. 47.7(b) (“Opinions and memorandum opinions designated “do not publish” under these rules by the courts of appeals prior to January 1, 2003 have no precedential value but may be cited with the notation, ‘(not designated for publication).’ ”). Moreover, this case is readily distinguishable from the present circumstances. In Bristow, the parties had a prior representation contract that did not contain an
arbitration provision.
Bristow,
1996 WL 277138, at *1. During the course of the suit in
Bristow, the parties entered into a second representation contract, which did contain an arbitration provision.
Id. at *1–2. The arbitration provision in the second contract stated, “Any disputes relating to this Contract or arising in connection with Attorney's representation of Client will be subject to binding arbitration....”
Id. at *5. The First Court of Appeals concluded that the trial court correctly determined that the arbitration provision in the second contract applied only to matters relating to that contract, not to matters relating to the first contract.
Id. Here, as noted above, IJE provided no evidence that the Original Partnerships had any prior representation agreement with DCM.
Thus, the rationale in
Bristow is inapplicable to this situation.
For the foregoing reasons, we conclude that IJE failed in its burden to establish, with positive assurance, that the arbitration provision here is not susceptible of an interpretation that would cover the claims at issue here. See Prudential Secs. Inc, 909 S.W.2d at 899. Thus, we conclude that the claims brought by IJE on behalf of the Original Partnerships fall within the scope of the arbitration provision contained in the representation agreement.
IJE made no effort in the trial court or on appeal to establish that any of its individual claims against DCM fall outside the scope of the arbitration provision.
In sum, we conclude that DCM established a valid arbitration agreement and the claims at issue fall within its scope. Thus, we turn to the other defenses to arbitration raised by IJE in its response to the motion to compel arbitration.
D. Unconscionability of Arbitration Agreement
IJE further asserted that the arbitration provision is unconscionable. Unconscionable agreements, whether relating to arbitration or not, are unenforceable under Texas law. In re Poly–Am., L.P., 262 S.W.3d at 348. “Because the law favors arbitration, the party opposing arbitration bears the burden to prove unconscionability.” TMI, Inc. v. Brooks, 225 S.W.3d 783, 792 (Tex.App.—Houston 14th Dist. 2007, pet. denied). Arbitration agreements are not per se unconscionable, including arbitration agreements between attorneys and clients. See In re Pham, 314 S.W.3d 520, 526 (Tex.App.—Houston 14th Dist. 2010, orig. proceeding, pet. struck).
In its response to DCM's motion to compel arbitration, IJE sought to place the burden on DCM to prove that the arbitration agreement at issue here is not unconscionable. IJE presented no evidence in support of its unconscionability argument, aside from the existence of the agreement between a law firm and its clients. In short, IJE failed to meet its burden to prove the arbitration agreement here is unconscionable. TMI, Inc., 225 S.W.3d at 792. Thus, IJE's unconscionability defense provides no basis for denying DCM's motion to compel arbitration.
F. Waiver of Arbitration
IJE also urged that DCM waived its right to arbitration. A party waives a right to arbitration by substantially invoking the judicial process to the other party's detriment. Richmont Holdings, Inc. v. Superior Recharge Sys., L.L.C., 455 S.W.3d 573, 574–75 (Tex.2014) (per curiam); Baty, 423 S.W.3d at 433. Because of the strong presumption against waiver of arbitration, IJE has the difficult burden of proving that DCM waived its right to arbitrate. See Baty, 423 S.W.3d at 433.
“Whether a party has substantially invoked the judicial process depends on the totality of the circumstances; key factors include the reason for delay in moving to enforce arbitration, the amount of discovery conducted by the movant, and whether the movant sought disposition on the merits.”
Richmont Holdings, Inc., 455 S.W.3d at 575. Any doubts regarding waiver are resolved in favor of arbitration.
See
Baty, 423 S.W.3d at 433–34.
Here, DCM and two other defendants filed a motion to transfer venue in September 2012. But filing a motion to transfer venue does not waive arbitration. See Richmont Holdings, Inc., 455 S.W.3d at 576. Further, although twenty-eight months passed between the filing of this lawsuit and the motion to compel arbitration, the case was abated for over half that time. DCM moved to compel arbitration on December 5, 2014, less than five months after the abatement was lifted on August 15, 2014. DCM claims that its attorneys discovered the existence of the arbitration clause covering this dispute only when it began producing documents in response to IJE's requests for production. Although this explanation may be implausible, “mere delay in moving to compel arbitration is not enough for waiver.” Id. (citing In re Fleetwood Homes of Tex., L.P., 257 S.W.3d 692, 694 (Tex.2008) (orig.proceeding) (per curiam) (eight-month delay); In re Vesta Ins. Group, Inc., 192 S.W.3d 759, 763 (Tex.2006) (orig.proceeding) (per curiam) (two-year delay)).
Six months later, DE moved to lift the abatement on the ground that it had registered to do business in Texas. The trial court lifted the abatement on August 15, 2014, issued a scheduling order on September 4, 2014, and granted the parties' joint motion for a protective order on October 21, 2014. In total, the case was abated for seventeen months.
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Further, very little discovery has occurred in this case: no depositions have been formally noticed or taken; no third-party discovery has taken place; no motions to compel have been filed. DCM issued one set of requests for production to which IJE has not responded, and DCM issued one set of interrogatories to IJE to which IJE provided written responses. IJE issued one set of requests for production and one set of interrogatories to DCM. DCM provided written responses to the interrogatories and produced nearly 15,000 pages of documents in response to IJE's request for production. This level of discovery does not substantially invoke the judicial process. See, e.g., Baty, 423 S.W.3d at 436 (holding that party did not substantially invoke the judicial process by serving four sets of requests for production, four sets of interrogatories, four subpoenas duces tecum, and taking seven depositions). Finally and importantly, DCM has not filed any motions seeking a ruling on the merits. See Richmont Holdings, Inc., 455 S.W.3d at 575 (noting that whether movant sought disposition on merits is “key factor” in determining if party “substantially invoked” judicial process).
Under the circumstances presented here, considered as a whole, IJE has not established that DCM substantially invoked the judicial process
See, e.g.,
id. at 576;
Baty, 423 S.W.3d at 436–38. Having reached this conclusion, we need not consider whether IJE was prejudiced by the delay.
See
Richmont Holdings, Inc., 455 S.W.3d at 576 Thus, IJE's waiver arguments offer no support for the trial court's denial of the motion to compel arbitration.
III. Conclusion
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Notes: