Rogers v. Dell Computer Corp.

KAUGER, J.,

dissenting to the denial of rehearing.

¶ 1 I originally concurred in the Court’s opinion of June 28, 2005, which reversed and remanded the cause to the trial court. There, the Court held that jurisdiction was proper, but because the “proper procedures” were not followed in the district court, the issues regarding the application to compel arbitration and enforceability of the arbitration provisions were undeterminable. I now withdraw my concurring vote, and dissent.

¶ 2 The June 28, 2005, opinion notes in ¶ 8 that:

“... our statement of the facts are those to which the parties admit either in the district court or in this appeal.... ”

The opinion also determines in ¶ 9 that:

“... there is nothing in the record about how the plaintiffs ordered the computers, whether over the internet, by mail, or by phone. Likewise, there is nothing about the processes and conversations between Dell and the plaintiffs when they placed their orders or whether they were required to consent to the ‘Terms and Conditions of Sale’ when placing the orders.... ”

The opinion also discerns that the facts necessary for the application of the analysis of whether the arbitration agreement is integrated into the Terms and Conditions of Sale or whether it is a proposal to add terms to the contract are not in the record presented for review.

¶3 It has become painfully clear what exactly was missing . anything which would allow a court to make a legally competent determination as to whether there was *835an agreement to arbitrate, let alone whether an agreement was enforceable. After acknowledging that necessary information is missing, the majority bases its conclusion on assumptions. The opinion states in ¶ 10:

“We assume for purposes of discussion only that the plaintiffs received the representative ‘Terms and Conditions of Sale’ document either with the invoice and acknowledgment, with the shipment of the computer, or both. The arbitration provision included in the ‘Terms and Conditions of Sale’ document, if received and if enforceable, would require the plaintiffs to submit their claims against Dell or its affiliates to binding arbitration.”

¶4 The record includes Dell’s motion to dismiss the petition and/or compel arbitration, which offers generalities as to how it typically operates when customers order computers. Dell provides nothing specific to this cause. The motion to dismiss quotes terms and conditions of sale and agreements to arbitrate which it alleges the plaintiffs agreed on. Attached to the motion are:

1) copies of portions of the Oklahoma Administrative Code;
2) a copy of a tax commission ruling;
3) copies of an invoice to the plaintiff, Fab Seal Industries, dated 9/13/02, and an invoice to the plaintiff, Rogers, dated 10/10/01; and finally,
4) copies of a terms and conditions of sale printed from the internet on 6/4/03 that include an arbitration provision.1

¶ 6 Identical language is contained in each of the invoices which state: “PLEASE SEE IMPORTANT TERMS & CONDITIONS ON THE REVERSE SIDE OF THIS INVOICE.” The reverse side of the invoices are blank.and the terms and conditions which are provided in the record were printed two years after the first invoice and a year after the second invoice.

¶ 6 Although the Court makes assumptions as to the existence of an arbitration agreement, the plaintiffs have always denied its existence. The plaintiffs assert, in response to Dell’s motion to dismiss the petition and/or compel arbitration, that:

“In its zeal to compel Plaintiff’s into arbitration, Dell skips past the threshold question; i.e., whether an enforceable agreement to arbitrate exists between Dell and Plaintiffs....
.. .As the moving party, Dell has the burden of establishing the existence of an agreement to arbitrate.. .To be sure, Dell highlights an arbitration clause found in a document published on its Internet website, www.dell.com, as of June 4, 2003.... But Dell fails to present this Court with any document signed by either of Plaintiffs and purporting to be an agreement to arbitrate, nor does Dell offer any affidavit attesting that the unsigned, standard form document attached to its motion as Exhibit E was in any way presented to and accepted by either of Plaintiffs in 2001 and 2002, respectively when they purchased the computers.”2

¶ 7 In its reply to the plaintiffs response to Dell’s motion to dismiss the petition and/or compel arbitration, Dell argues that the plaintiffs had three opportunities to review the contract, including the arbitration clause: 1) at Dell’s website; 2) when the invoice or acknowledgment of the order was received; and 3) with the shipment of the order. Dell also noted that should Plaintiffs decide to contest the issue, Dell was prepared to submit affidavits to confirm that notification of the terms and conditions of the sale were fully communicated to purchasers. Although the matter was contested, no affidavits were *836submitted. As the majority opinion notes, “Dell did not attest to the accuracy of any of these attachments or to the alleged fact that these documents were sent to plaintiffs.”

¶ 8 The initial burden is on the party petitioning the court to compel arbitration.3 After the motion to compel arbitration has been made and supported, the burden is on the non-moving party to present evidence that the supported arbitration agreement is not valid or that it does not apply to the dispute in question.4

¶ 9 A motion to compel arbitration is analogous to a motion for summary judgment.5 On a motion for summary judgment the mov-ant must attach to its concise written statement copies of the acceptable evidentiary materials relied upon to support the motion.6 Similarly, on a motion to compel arbitration, the movant must at least present an agreement to arbitrate to garner a hearing on the issue. Had this been presented as a summary judgment motion and the moving party could not show that a disputed agreement existed, it would have been dismissed. Accordingly, the trial court properly denied Dell’s motion to compel arbitration.

¶ 10 The Court neither issues advisory opinions nor answers hypothetical questions.7 Nevertheless, after recognizing that it could not make a determination concerning whether the decision to compel arbitration was properly denied because there is no arbitration agreement in the record, the opinion goes to exhaustive lengths to set forth “proper procedures” for the trial court to use.

¶ 11 After recognizing that the existence of an agreement to arbitrate is a question of law, and admitting that the are insufficient facts to determine whether the plaintiffs agreed to arbitrate, the Court holds that “the record is insufficient to support the order denying the application to compel arbitration.” If the record were insufficient to support a finding of an agreement to arbitrate, which it is, how could it also be insufficient to support an order which denies an application to compel arbitration? It can’t. The order denying the application to compel arbitration was and should have been denied. Here, the decision issued regarding the validity of an arbitration agreement is based on assumed facts and results in an advisory opinion.

¶ 12 On July 18, 2005, Dell filed a petition for rehearing seeking reconsideration of part YII of the opinion, which concerns the existence of an arbitration agreement. Dell urges the Court to change the opinion and overrule the trial court’s order denying Dell’s motion to compel arbitration. Dell argues that the opinion undermines the policies of the Uniform Commercial Code, 12A O.S.2001 §§ 1-101 et seq. by disregarding established commercial practices and by ignoring the weight of the case law established under § 2-207 of the Uniform Commercial Code.8 *837Section 2-207 is inapplicable to acceptance of a product when the terms and conditions are included in the packaging and the product is not returned. While I cannot agree with the result that Dell would have us reach because the record is totally insufficient, in retrospect, Dell’s argument that the minority view9 embraced in the opinion is impracticable and not based on today’s commercial realities may have merit. However, because *838there is no agreement in the record, I see no reason to advise the trial court as to the “proper procedures” under these facts.

. It is noted that the bottom of the terms and conditions document states a copyright for 1999-2003 to Dell Corporation. Comparing quoted portions of the terms and conditions mentioned in the caselaw suggests that the those involved in other cases and the one provided by Dell are substantially similar — at least to the extent that the documents are quoted. The most current version available online differs from the one submitted by formatting changes and the provision regarding Texas law governing has been expanded.

. The plaintiff presented an addendum to its motion in opposition which includes: 1) a copy of Dell's privacy policy dated effective February 2, 2000; 2) the Better Business Bureau's on-line reliability program requirements and dispute resolution standards; and 3) a copy of the National Arbitration Forum's Code of Procedure.

. Fleetwood Enterprises, Inc. v. Bruno, 784 So.2d 277, 279 (Ala.2000); Rosenthal v. Great Western Fin. Securities Corp., 14 Cal.4th 394, 413, 58 Cal.Rptr.2d 875, 926 P.2d 1061 (1996) [Applying California procedures for summary determination to court when considering petition to compel arbitration.]. The Uniform Arbitration Act 15 O.S.2001 § 803 provides in pertinent part:

. .A... .If the opposing party denies the existence of the agreement to arbitrate, the court shall proceed summarily to the determination of the issue ...
B. On application, the court may stay an arbitration proceeding commenced or threatened on a showing that there is no valid agreement to arbitrate. Such an issue shall be summarily tried....”

. Fleetwood Enterprises, Inc. v. Bruno, see note 3, supra; Rosenthal v. Great Western Fin. Securities Corp., see note 3, supra. In a recent California case, Villacreses v. Molinari, 132 Cal.App.4th 1223, 34 Cal.Rptr.3d 281, 2005 WL 2336760 (2005), the California Court of Appeals determined that a petition to arbitrate should have been denied on the sole basis that the party seeking arbitration offered no evidence at all in support of their petition, and failed utterly to establish, by a preponderance of the evidence, that any arbitration agreement existed.

. Fleetwood Enterprises, Inc. v. Bruno, see note 3, supra.

. Evers v. F.S.F. Overtake Associates, 2003 OK 53, ¶ 9, 77 P.3d 581; Rules for the District Courts, 12 O.S.2001 Ch. 2, App. 1 Rule 13.

. Tulsa County Budget Board v. Tulsa County Excise Board, 2003 OK 103, ¶ 18, n. 31, 81 P.3d 662; Dank v. Benson, 2000 OK 40, ¶ 7, 5 P.3d 1088.

. Title 12A O.S.2001 § 2-207 provides:

"(1) A definite and seasonable expression of acceptance or a written confirmation which is *837sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:
(a) the offer expressly limits acceptance to the terms of the offer;
(b) they materially alter it; or
(c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this act.”

. The majority approach recognizes that the contract is formed when the purchaser fails to return a product, under the assumption that the seller is master of the offer, and holds the purchaser bound by any terms included in the packaging of the product. Stenzel v. Dell, Inc., 2005 ME 37, 870 A.2d 133 (2005); Rosenbaum v. Gateway, Inc., 2004 WL 1462568 (N.Y. Supp. App. Term 2004) [Unpublished opinion.]; Falbe v. Dell Inc., 2004 WL 1588243 (N.D.Ill.2004) [Unpublished opinion.]; Ramette v. AT & T Corp., 351 Ill.App.3d 73, 285 Ill.Dec. 684, 812 N.E.2d 504, 513 (2004); O'Quin v. Verizon Wireless, 256 F.Supp.2d 512, 517 (M.D.La.2003); Lozano v. AT & T Wireless, 216 F.Supp.2d 1071 (C.D.Cal.2002); Beneficial Nat'l. Bank U.S.A. v. Payton, 214 F.Supp.2d 679, 687 (S.D.2001); Westendorf v. Gateway 2000, Inc., 2000 WL 307369, 3 (Del.Ch.2000)[Unpublished opinion]; Peerless Wall & Window Coverings, Inc. v. Synchronies, Inc., 85 F.Supp.2d 519 (W.D.Penn.2000); Hill v. Gateway 2000, Inc., 105 F.3d 1147, 1150 (7th Cir.1997), cert. denied, 522 U.S. 808, 118 S.Ct. 47, 139 L.Ed.2d 13 (1997); ProCD, Incorporated v. Zeidenberg, 86 F.3d 1447, 1452 (7th Cir.1996); Brower v. Gateway 2000, Inc., 246 A.D.2d 246, 676 N.Y.S.2d 569, 572 (1998); Providence & Worcester Railroad Co. v. Sargent & Greenleaf, Inc., 802 F.Supp. 680, 685-86 (D.R.I.1992). The minority approach looks to the circumstances surrounding the order of the product; determines when the contract was formed; and then applies § 2-207 of the U.C.C. to determine if the terms included in the packaging are integrated into the contract. Defontes v. Dell Computers Corp., 2004 WL 253560, 6 (R.I.Super.2004); Klocek v. Gateway, Inc., 104 F.Supp.2d 1332, 1338-41 (D.Kan.2000); U.S. Surgical Corp. v. Orris, Inc. 5 F.Supp.2d 1201, 1206 (D.Kan.1998); Arizona Retail Sys. Inc. v. Software Link, Inc., 831 F.Supp. 759, 765 (D.Ariz.1993); Step-Saver Data Systems, Inc. v. Wyse Technology, 939 F.2d 91, 104 (3rd Cir.1991).

Some of the cases Dell relies on involve on-line click-wrap agreements or licensing agreements where it was clear that a party assented to the terms before continuing the purchase or installation of software. Davidson & Associates, Inc. v. Internet Gateway, 334 F.Supp.2d 1164, 1176 (E.D.Mo.2004) [Software end user license agreement was enforceable.]; DeJohn v. The.TV Corp. Int'l, 245 F.Supp.2d 913, 918 (N.D.Ill.2003) [Click-wrap agreement which user had to assent to terms before the product could be obtained upheld.]; Hughes v. McMenamon, 204 F.Supp.2d 178, 181 (D.Mass.2002) [Click-wrap agreement containing forum selection clause valid.]; I. Lan Systems, Inc. v. Netscout Service Level Corp., 183 F.Supp.2d 328, 337 (D.Mass.2002) [Licensing agreement enforceable contract.]; Forrest v. Verizon Communications, Inc., 805 A.2d 1007, 1009 (D.C.App.2002) [Notice of forum selection clause in click-wrap agreement sufficient.]; Bischoff v. DirecTV, Inc., 180 F.Supp.2d 1097, 1104 (C.D.Cal.2002) [Arbitration clause in customer service agreement which did not involve the sale of goods was valid and enforceable.]; 1-A Equipment Co. v. Icode, Inc., 2003 WL 549913, 1-2 (Mass.App.Div.2003) [End user software agreement valid.]; Moore v. Microsoft Corp., 293 A.D.2d 587, 741 N.Y.S.2d 91, 92 (2002) [End-user license agreement contained in software program valid.]; Barnett v. Network Solutions, Inc., 38 S.W.3d 200, 203 (Tex.App.2001) [Forum selection clause in click-wrap agreement upheld.]; M.A. Mortenson Co., Inc. v. Timberline Software Corp., 140 Wash.2d 568, 998 P.2d 305, 312 (2000) [Terms of shrink-wrap license were part of "layered contract".]; In Re RealNetworks, Inc., 2000 WL 631341, 3 (N.D.Ill.2000) [Licensing agreement which required arbitration upheld.]; Caspi v. Microsoft Network, L.L.C., 323 N.J.Super. 118, 732 A.2d 528, 531 (1999) [Online subscription valid.]. See generally, Kevin W. Grierson, Annot., Enforceability of "Clickwrap” or "Shrinkwrap” Agreements Common in Computer Software, Hardware, and Internet Transactions, 106 A.L.R.5th 309 (2003). The opinion in paragraph 30 notes that the question of the validity of such licensing agreements or clickwrap agreements is not before the court and the analysis is limited to agreements which fall under article 2 of the U.C.C.