COLLEEN KOLLAR-KOTELLY, United States District Judge
Plaintiff, Johnetta Riley, filed suit against BMO Harris Bank, N.A., First Premier Bank, and Missouri Bank and Trust (collectively, "Defendants") seeking to recover damages and declaratory and injunctive relief on behalf of herself and members of the class of individuals who have been injured by Defendants' "participation in a scheme to access and utilize the Automated Clearing House ("ACH") network to collect unlawful debts in violation of 18 U.S.C. § 1962 and the law of numerous states, including the District of Columbia." Compl. ¶ 1. Specifically, Plaintiff alleges each Defendant debited her and class members' bank accounts via an ACH entry on behalf of an Illegal Online Payday Lender in repayment of a loan which was illegal under District of Columbia law. Id. ¶¶ 9-12. Presently before the Court are Defendants' Motions to Compel Arbitration. See ECF Nos. [26], [29], [33]. Upon consideration of the pleadings,
For the purposes of Defendants' Motion to Compel Arbitration, the Court presumes the following facts pled in Plaintiff's Complaint to be true. RDP Technologies, Inc. v. Cambi AS, 800 F.Supp.2d 127, 133 (D.D.C.2011) ("the court must regard the non-movant's statements as true and accept all evidence and make all inferences in the non-movant's favor"). The genesis of this case is four online payday loans that Plaintiff applied for and received: one for $300 on or about September 27, 2012, one for $1200 on or about January 29, 2013, one for $700 on or about April 30, 2013, and one for $400 on or about May 24, 2013. Compl. ¶¶ 77, 81, 86, 90. The interest rate on the loans was 25 to 30%, with annual nominal interest rates between 536.76% and 782.14%. Id. ¶¶ 78-79, 82-83, 87-88. Each loan was made pursuant to a loan agreement which contained an authorization for the lender to initiate electronic funds transfers performed using the Automated Clearing House ("ACH") network, "a processing system in which financial institutions accumulate ACH transactions throughout the day for later batch processing." Id. ¶ 34. The ACH transactions are the credits and debits of funds from a financial account necessary for an exchange between two parties. Id. ¶¶ 35-36. Entities called Originating Depository Financial Institutions ("ODFIs"), which are banks who are members of the ACH Network, transmit the debited or credited funds between the parties' bank accounts. Id. ¶ 39. Defendants BMO Harris Bank, N.A., First Premier Bank, and Missouri Bank and Trust are the ODFIs that originated the four loan transactions in this case. Id. ¶¶ 85, 94, 95. Defendants received fees for their origination of debit entries on the ACH Network initiated by the lenders and withdrawn from Plaintiff. Id. ¶ 96. The lenders are not parties in this case.
The loan agreements Plaintiff signed with the lenders also contained arbitration provisions. Although Plaintiff did not attach the loan agreements to her Complaint, they are referenced throughout the Complaint. Moreover, Defendants attached the loan agreements as exhibits to their motions to compel arbitration and Plaintiff cites to these exhibits throughout her Opposition to Defendants' motions. See MBT's Mot., Ex. A (Loan Agreement), ECF No. [26-2]; FPB's Mot., Ex. A ("Loan Agreement"), ECF No. [29-4]; BMO's Mot., Ex A (Loan Agreement), ECF No. [33-2]. Accordingly, it is proper
BMO's Mot., Ex A (Loan Agreement), at 5; FPB's Mot., Ex. A (Loan Agreement), at 11 (emphasis added).
Similarly, the loan agreement that Plaintiff signed with the lender who used Missouri Bank and Trust to conduct the ACH transaction stated that:
MBT's Mot., Ex. A, at 2 (emphasis added).
Plaintiff filed suit on October 28, 2013, alleging that by collecting these "unlawful
As the Court finds that all claims brought by Plaintiff must be arbitrated pursuant to the loan agreements Plaintiff signed, the Court grants Defendants' Motions to Compel Arbitration and dismisses this action. Accordingly, the Court does not reach the parties' other motions.
The Federal Arbitration Act ("FAA") provides that "[a] written provision in any ... contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract ... or the refusal to perform the whole or any part thereof ... shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract." 9 U.S.C. § 2. Under District of Columbia law, "arbitration is predicated upon the consent of the parties to a dispute, and the determination of whether the parties have consented to arbitrate is a matter to be determined by the courts on the basis of contracts between the parties." Bailey v. Fed. Nat'l Mortg. Ass'n, 209 F.3d 740, 746 (D.C.Cir.2000) (citation omitted). "[A]n order to arbitrate [a] particular grievance should not be denied unless it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute. Doubts should be resolved in favor of coverage." Air Line Pilots Ass'n v. Fed. Express Corp., 402 F.3d 1245, 1248 (D.C.Cir.2005) (citation omitted).
Defendants move the Court to compel arbitration of Plaintiff's claims on the basis that the loan agreements that Plaintiff signed with the lenders contained broad provisions requiring Plaintiff to arbitrate all claims "arising from and relating to" the loan agreement against the lender and certain third parties. Defendants contend that all of Plaintiff's claims in this case relate to the loan agreement and thus, pursuant to the plain terms of the agreement and principles of equitable estoppel, Plaintiff must submit these claims to arbitration. Plaintiff responds that this Court should not enforce the loan agreements' arbitration provisions against Plaintiff because the Defendant banks were not signatories to the loan agreement, nor were they third-party beneficiaries or agents. Plaintiff further contends that she is not equitably estopped from avoiding the arbitration agreement. Finally, Plaintiff argues that her claims should not be subject to the arbitration agreement because the underlying loan agreements are illegal and because Defendants have "unclean hands".
The parties do not dispute the authenticity of the loan agreements, nor do
For example, courts have held that where there would be no claim against the nonsignatory if the underlying contract never existed, estoppel is appropriate. See Am. Bankers Ins. Group, Inc. v. Long, 453 F.3d 623, 627 (4th Cir.2006). Here, each of Plaintiff's claims against Defendants relies on the allegation that Plaintiff's loan agreements were invalid under District of Columbia usury law. Plaintiff's RICO and RICO conspiracy counts rest on her allegations that Defendants facilitated loans which are "unlawful debts" "unenforceable... because of the laws relating to usury" and "incurred in connection with the business
Plaintiff contends that her claims are not "intertwined" with the loan agreements because she has not alleged that the banks violated the terms of the loan agreement or that the banks had duties or obligations under the loan agreements; in other words, Plaintiff contends, her claims are "wholly separate" from any action or remedy for breach of the underlying loan agreements. Pl.'s BMO Opp'n. at 14; Pl.'s FPB Opp'n. at 13; Pl.'s MBT Opp'n at 18. However, for a court to find Plaintiff's claims "intertwined" with the agreements containing the arbitration provision, Plaintiff need not claim that Defendants breached those agreements themselves; instead, the relevant question is whether the agreements need to be "relied upon" or are "integral" to establishing the violation alleged by Plaintiff. See Birmingham Assocs. Ltd. v. Abbott Labs., 547 F.Supp.2d 295, 301 (S.D.N.Y.2008), aff'd 328 Fed. Appx. 42 (2d Cir.2009) ("The plaintiff's actual dependence on the underlying contract in making out the claim against the nonsignatory defendant is therefore always the sine qua non of an appropriate situation for applying equitable estoppel.") (emphasis in original)); JLM Industries, Inc. v. Stolt-Nielsen SA, 387 F.3d 163, 178 (2d Cir.2004) (finding question non-signatory sought to arbitrate was intertwined with the contract containing the arbitration provision because "it [was] the fact of [plaintiff's] entry into [contracts] containing allegedly inflated price terms that gives rise to the claimed injury."); MS Dealer Serv. Corp., 177 F.3d at 948 ("Although Franklin does not allege that the service contract has been violated or breached in any way, each of her fraud and conspiracy claims depends entirely upon her contractual obligation to pay $990.00 for the service contract."). Here, unlike the cases Plaintiff cites where a non-signatory unsuccessfully attempts to rely on the simple existence of a related agreement containing an arbitration provision, Plaintiff's claims rely on the specific terms of the underlying loan agreements. It is the illegality of the terms of the loan agreements, and Defendants' knowledge of it, that makes Defendants liable for conspiracy. Accordingly, the Court finds that the "non-signatory is seeking to resolve issues that are intertwined
In addition, the propriety of applying the equitable estoppel doctrine in this case is reinforced by the fact that there was "a relationship among the parties which either support[s] the conclusion that [the signatory] had consented to extend its agreement to [the non-signatory], or, otherwise put, made it inequitable for [the signatory] to refuse to arbitrate on the ground that it had made no agreement with [the non-signatory]." Sokol Holdings, Inc. v. BMB Munai, Inc., 542 F.3d 354, 361 (2d Cir.2008). All of the loan agreements include language clearly establishing that Plaintiff agreed to arbitrate with the lenders, but also with the lenders' servicers, agents, and affiliated entities. See BMO's Mot., Ex. A, at 5 ("any of [the lender's] agents ... or affiliated entities ("related third parties")"); FPB's Mot., Ex. A, at 11 (same); MBT's Mot., Ex. A, at 2 ("or the ... agents, servicers ... of the other"). The loan agreements also include authorizations by Plaintiff for the lenders to receive payments via electronic transfer. The authorization Plaintiff signed with the lender who employed Defendant Missouri Bank and Trust to affect the ACH debit entry specifically stated, "You authorize us, [the lender], or our servicer, agent, or affiliate to initiate one or more ACH debit entries...." MBT's Mot., Ex. A, at 5 (emphasis added). As Plaintiff explicitly authorized the lender's "servicer" or "agent" to perform the ACH debit entries and those are the exact words contained in the arbitration provision, the Court concludes that it was foreseeable that Defendant Missouri Bank and Trust would be among the types of entities with whom Plaintiff would be obligated to arbitrate any dispute. "Having agreed to arbitrate with undefined agents and servicers, and likewise having agreed that agents and servicers could perform the ACH transactions, it would be inequitable for plaintiffs to avoid arbitration with those same agents and servicers." Moss, 24 F.Supp.3d at 290, 2014 WL 2565824, at *6.
The loan agreements Plaintiff signed with the lenders who employed Defendants BMO Harris Bank and First Premier Bank to perform the ACH debit entries do not mention "servicers" or "agents" in the ACH authorization agreement, but they do describe the lenders as "initiat[ing]" the automatic debit entries, suggesting that the debit entries would be completed by a
This is not a case like the cases on which Plaintiff relies where the non-signatory has no relationship with the non-Plaintiff signatory of the underlying agreement or has no role in performing the underlying agreement. As Plaintiff's claims rest heavily on the existence of the underlying loan agreements and Defendants have a close relationship to the lenders' activities, and a textual connection to the arbitration provisions, the Court finds that Plaintiff is equitably estopped from avoiding arbitration of her claims against Defendants. Since the Court finds that the doctrine of estoppel requires this matter to be resolved through arbitration, the Court need not consider Defendants' alternative arguments that the Defendant banks are third-party beneficiaries or agents of the lender and thus entitled to enforce the arbitration agreement.
Plaintiff also argues that this Court should not enforce the arbitration provisions because the loan agreements are illegal under District of Columbia law prohibiting payday loans. In the same vein, Plaintiff further argues that Defendants, by aiding and abetting these allegedly illegal loans, have "unclean hands" and thus may not benefit from the equitable estoppel doctrine. See Pl.'s BMO Opp'n. at 22; Pl.'s MBT Opp'n. at 23; Pl.'s FPB Opp'n. at 20. However, Plaintiff does not argue that the arbitration agreements themselves are illegal or unenforceable. Instead, Plaintiff only makes a legality argument as to the entire loan agreement. But it is well established that the legality of the loan agreement is a question for the arbitrator to decide in the first instance.
The FAA states that, when a district court deems arbitration is appropriate, the court shall "stay the trial of the action until such arbitration has been had in accordance with the terms of the agreement...." 9 U.S.C. § 3. However, when "all of the plaintiff's claims must be submitted to arbitration" dismissal is appropriate. Nelson v. Insignia/Esg, Inc., 215 F.Supp.2d 143, 158 (D.D.C.2002); see also Cole v. Burns Intern. Sec. of Services, 105 F.3d 1465, 1487 (D.C.Cir.1997) (District of Columbia Circuit affirmed district court's order dismissing the complaint and compelling arbitration); Alford v. Dean Witter Reynolds, Inc., 975 F.2d 1161, 1164 (5th Cir.1992) ("[t]he weight of the authority clearly supports dismissals of the case when all of the issues raised in the district court must be submitted to arbitration.").
Here, the arbitration provisions contained in the respective loan agreements require the arbitration of "any and all claims, disputes or controversies," including the validity and scope of the arbitration provision and all claims arising out of or relating to the loan agreement. At their base, all of Plaintiff's claims challenge the legality of the loan agreement and thus fall squarely within the arbitration provision. Since there is no further action to be taken by this Court, it is appropriate to dismiss this case in its entirety.
For the foregoing reasons, the Court finds that all of Plaintiff's claims must be submitted to arbitration. Accordingly, the Court hereby GRANTS Defendants' Motions to Compel Arbitration and DISMISSES this case.