Grayiel v. Appalachian Energy Partners 2001-D, LLP

736 S.E.2d 91, 230 W. Va. 91, 2012 W. Va. LEXIS 825
CourtWest Virginia Supreme Court
DecidedNovember 15, 2012
DocketNo. 11-0371
StatusPublished
Cited by10 cases

This text of 736 S.E.2d 91 (Grayiel v. Appalachian Energy Partners 2001-D, LLP) is published on Counsel Stack Legal Research, covering West Virginia Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Grayiel v. Appalachian Energy Partners 2001-D, LLP, 736 S.E.2d 91, 230 W. Va. 91, 2012 W. Va. LEXIS 825 (W. Va. 2012).

Opinion

PER CURIAM;

The instant case is before the Court upon the appeal of George Grayiel, Jr., Petitioner, from a February 1, 2011, order of the Circuit Court of Putnam County, West Virginia, granting the Respondents’1 Motion for Summary Judgment dismissing his lawsuit ruling that arbitration clauses in Petitioner’s investment contracts are not unconscionable and are enforceable.2 Petitioner alleges [96]*96that the circuit court erred in: 1) requiring him to prove that the arbitration clauses in the parties’ agreements are independently enforceable under the Federal Arbitration Act (“FAA”), rather than applying West Virginia law and finding those agreements unenforceable en toto; 2) failing to find the agreements’ arbitration clauses independently unenforceable, either because they are unconscionable or because they were fraudulently procured; 3) refusing to find Respondent Martin Twist’s deposition testimony an unresponsive and evasive effort to deprive Petitioner of any opportunity to conduct meaningful discovery; and 4) failing to enforce Respondent Twist’s offer to repay Petitioner. Based upon the record before us, the arguments of the parties, and the applicable precedent, we find that the circuit court’s order lacks the findings of fact and conclusions of law necessary for this Court to conduct a meaningful appellate review. Accordingly, we reverse the decision of the circuit court and remand this matter for further proceedings consistent with this opinion.

I.

FACTUAL AND PROCEDURAL BACKGROUND

In January 2000, Martin Twist and Drew Thomas solicited Mr. Grayiel to invest in certain companies owned by Twist for the purpose of drilling for natural gas in and around Kanawha County, West Virginia. Petitioner entered into the first of twenty subscription and/or partnership agreements3 with the Respondents in which the Petitioner purchased investment units in the natural gas exploration program. Over the next two years Petitioner invested approximately $886,000 with the Respondents.

Each one of these agreements contained an arbitration clause that, inter alia, stated that both parties were bound to arbitrate their disputes. When Petitioner signed these agreements, he was not represented by counsel. At the beginning of the relationship, Petitioner received some profits from these investments. However, production allegedly diminished and the money flow ceased. The relationship between the parties soured and Petitioner filed suit against Respondents on November 17, 2008. The Complaint asserts violations of the West Virginia Securities Act alleging that respondents were selling unregistered securities, respondents were not permitted to sell securities in West Virginia, the terns were unfair, the funds were not used for the purposes for which they were solicited, and the purchases were induced by fraud and misrepresentation. The Complaint also asserts claims of lost opportunity, unjust enrichment, conversion, fraud and misrepresentation, negligence, intentional infliction of emotional distress, and a right of rescission. The Complaint seeks compensatory and punitive damages and attorney’s fees.

On January 9, 2009, Respondents filed a motion to dismiss alleging that the circuit court did not have jurisdiction to resolve the dispute due to the arbitration clauses contained in the agreements. On February 13, 2009, Petitioner filed Plaintiffs Response in Opposition to Defendant’s Motion to Dismiss arguing that there remained factual ques[97]*97tions as to the enforceability of the agreements and the arbitration clauses within them. The circuit court ordered that Petitioner be allowed an opportunity to conduct discovery into the circumstances surrounding the signing of various contracts between the parties to develop a sufficient factual record to support Petitioner’s claim of unconseionability. Thereafter, in a Motion Denying in Part and Granting in Part Defendant’s Motion for Protective Order, the circuit court more specifically ruled that discovery was limited to the issue of unconscionability of the arbitration and forum selection clauses of the parties’ agreements and the facts and circumstances leading thereto.

Following discovery, Petitioner filed his Supplemental Response in Opposition to Defendant’s Motion to Dismiss asserting that the Respondents failed to comply with the Court’s order and thwarted Petitioner’s discovery efforts by refusing to meaningfully answer most of Petitioner’s questions in deposition. Petitioner also argued that the parties agreed that state, rather than federal, law would govern all disputes arising under the subscription agreements. Specifically, Petitioner argued that under a choice of law analysis, West Virginia law, rather than Kentucky or Indiana law, applied because West Virginia had the most significant connection to the parties and contracts.

On November 1, 2010, Respondents filed Defendants’ Response to Plaintiffs Supplemental Response in Opposition to Defendant’s Motion to Dismiss arguing that the threshold issue before the Court was whether the arbitration and forum selection clauses in the agreements were valid and enforceable, and that the Petitioner had not proven that the arbitration clause was unconscionable, thus the ease should be dismissed for lack of jurisdiction. On February 1, 2011, the circuit court entered an order granting summary judgment to the Respondents finding that the arbitration provisions in the fifteen subscription agreements and five partnership agreements were not unconscionable. Following that order, Petitioner filed the instant appeal.

II.

STANDARD OF REVIEW

Herein, the circuit court granted summary judgment in favor of Respondents finding that because the court did not have jurisdiction to hear the case, it should be dismissed for arbitration.4 This Court has held that:

[t]his Court will preclude enforcement of a circuit court’s order compelling arbitration only after a de novo review of the circuit court’s legal determinations leads to the inescapable conclusion that the circuit court clearly erred, as a matter of law, in directing that a matter be arbitrated or that the circuit court’s order constitutes a clear-cut, legal error plainly in contravention of a clear statutory, constitutional, or common law mandate.

Syl. Pt. 4, McGraw v. American Tobacco Company, 224 W.Va. 211, 681 S.E.2d 96 (2009). Likewise, “[a] circuit court’s entry of summary judgment is reviewed de novo.” Syl. Pt. 1, Painter v. Peavy, 192 W.Va. 189, 451 S.E.2d 755 (1994). We have repeatedly held that under Rule 56(c) of the West Virginia Rules of Civil Procedure, “‘“[a] motion for summary judgment should be granted only when it is clear that there is no genuine issue of fact to be tried and inquiry concerning the facts is not desirable to clarify the application of the law.” Syllabus Point 3, Aetna Casualty & Surety Co. v. Federal Insurance Co. of New York, 148 W.Va. 160, 133 S.E.2d 770 (1963).’ Syllabus Point 1, [98]*98Andrick v. Town of Buckhannon, 187 W.Va. 706, 421 S.E.2d 247 (1992).” Syl. Pt. 1,

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Bluebook (online)
736 S.E.2d 91, 230 W. Va. 91, 2012 W. Va. LEXIS 825, Counsel Stack Legal Research, https://law.counselstack.com/opinion/grayiel-v-appalachian-energy-partners-2001-d-llp-wva-2012.