Passage v. Prudential-Bache Securities, Inc.

727 P.2d 1298, 223 Mont. 60, 1986 Mont. LEXIS 1014
CourtMontana Supreme Court
DecidedAugust 26, 1986
Docket85-459
StatusPublished
Cited by31 cases

This text of 727 P.2d 1298 (Passage v. Prudential-Bache Securities, Inc.) is published on Counsel Stack Legal Research, covering Montana Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Passage v. Prudential-Bache Securities, Inc., 727 P.2d 1298, 223 Mont. 60, 1986 Mont. LEXIS 1014 (Mo. 1986).

Opinions

[62]*62MR. JUSTICE WEBER

delivered the Opinion of the Court.

In this case, all parties appeal portions of an order of the District Court for Lewis & Clark County which held that claims on some of the Passages’ accounts with defendants were subject to valid arbitration clauses. We affirm in part and reverse in part.

The issues are:

1. Did the District Court correctly determine that it had jurisdiction to order arbitration of the Passages’ claims under the Federal Arbitration Act?

2. Are the arbitration agreements in this case adhesion contracts, and if so, are they unenforceable?

3. Did the District Court err in directing that arbitration be conducted under the rules of the American Arbitration Association as elected by the Passages?

4. Which parties are entitled to benefit of the arbitration agreement?

5. Did the District Court properly stay the claims of the children pending arbitration of their parents’ claim?

Prudential-Bache Securities, Inc. (Prudential) is the New York correspondent of G.T. Murray Company. The other three defendants are or were officers or employees of G.T. Murray Company. Beginning in 1983, the Passages opened several accounts at the G.T. Murray office in Helena, Montana. The accounts included two “target accounts” and two regular accounts, with total deposits of $429,403.30. Neva Passage also opened accounts for each of their two children with total deposits valued at $13,440.97. Larry Passage opened an account for Twila Passage, his mother, with total deposits valued at $27,187.51. When they opened their regular and target accounts, Larry and Neva Passage signed customer agreement forms, a copy of which is appended to this opinion. Twila Passage also signed a customer agreement form. The customer agreement forms included arbitration clauses providing as follows:

“Any controversy arising out of or relating to my account, to transactions with or for me or to this Agreement or the breach thereof, . . . shall be settled by arbitration in accordance with the rules then obtaining of either the American Arbitration Association or the Board of Governors of the New York Stock Exchange as I may elect. If I do not make such election by registered mail addressed to you at your main office within five (5) days after demand by you that I make such election, then you may make such election.”

[63]*63In February 1985, the Passages filed suit in the District Court for Lewis and Clark County, charging defendants with various violations of state securities laws and duties in handling their accounts. The complaint alleged losses in the regular and target accounts of $320,104.82, losses in the children’s accounts of $4,770, and loss in the Twila Passage account of $10,210.15. Defendants filed demands for arbitration. The District Court found that the accounts, except for the children’s accounts, were subject to valid arbitration clauses and granted the motion of defendant Prudential to compel arbitration. It denied the motion of defendants G.T. Murray Company, Richard C. Dobbins, William Crownley, and G.T. Murray (the Murray Defendants) to compel arbitration. It held that there was a question of whether the Murray defendants had standing to demand arbitration, but stated that this was immaterial since Prudential undisputedly had the necessary standing. The court also held that the client agreements containing the arbitration clauses did not apply to the accounts opened in the names of the Passage children, but it stayed judicial proceedings on the children’s claims until arbitration is completed on the other claims. Each of the parties has appealed on portions of the judgment which are unfavorable to it.

I

Did the District Court correctly determine that it had jurisdiction to order arbitration of the Passages’ claims under the Federal Arbitration Act?

This area of the law is undergoing rapid and comprehensive change as a result of recent U.S. Supreme court decisions. That Court’s decision in Southland Corp. v. Keating (1984), 465 U.S. 1, 104 S.Ct. 852, 79 L.Ed.2d 1, conclusively answers this question. In that case, Southland Corporation, the owner and franchisor of 7-Eleven convenience stores, was charged by 7-Eleven franchisees with fraud, oral misrepresentation, breach of contract, breach of fiduciary duty, and violation of state disclosure requirements in its franchise agreements. Southland Corporation appealed the decision of the California Court of Appeals that arbitration clauses in Southland’s contracts with its franchisees were rendered void by California’s Franchise Investment Law, which required judicial consideration of claims brought under it. The Supreme Court reversed. It held that, as interpreted, the California Franchise Investment Law conflicted [64]*64with the Federal Arbitration Act and violated the Supremacy Clause. The Court reasoned:

“In enacting Section 2 of the federal Act, Congress declared a national policy favoring arbitration and withdrew the power of the states to require a judicial forum for the resolution of claims which the contracting parties agreed to resolve by arbitration . . .
“Congress has thus mandated the enforcement of arbitration agreements.”

Southland, 465 U.S. at 10. 104 S.Ct. at 858. In answer to the argument that claims brought in state court are not subject to the Arbitration Act, the Court stated:

“. . . it is clear beyond question that if this suit had been brought as a diversity action in a federal district court, the arbitration clause would have been enforceable. (Citation omitted.) The interpretation given to the Arbitration Act by the California Supreme Court would therefore encourage and reward forum shopping. We are unwilling to attribute to Congress the intent, in drawing on the comprehensive powers of the Commerce Clause, to create a right to enforce an arbitration contract and yet make the right dependent for its enforcement on the particular forum in which it is asserted. And since the overwhelming proportion of all civil litigation in this country is in the state courts, we cannot believe Congress intended to limit the Arbitration Act to disputes subject only to federal-court jurisdiction. Such an interpretation would frustrate congressional intent to place ‘(a)n arbitration agreement . . . upon the same footing as other contracts, where it belongs.’ H.R. Rep. No. 96, 68th Cong., 1st Sess., 1 (1924).
“In creating a substantive rule applicable in state as well as federal courts, Congress intended to foreclose state legislative attempts to undercut the enforceability of arbitration agreements.”

Southland, 465 U.S. at 15-16, 104 S.Ct. at 860-861. Under South-land, a state court clearly has jurisdiction to order arbitration under the Federal Arbitration Act.

We affirm the District Court as to this issue.

II

Are the arbitration agreements in this case adhesion contracts, and if so, are they unenforceable?

The customer agreement forms signed by the Passages are one-page documents, but they contain a number of complex and techni[65]*65cal agreements and promises on the parts of both parties. The arbitration clause, paragraph 14, is printed in the same typeface as the rest of the form.

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Passage v. Prudential-Bache Securities, Inc.
727 P.2d 1298 (Montana Supreme Court, 1986)

Cite This Page — Counsel Stack

Bluebook (online)
727 P.2d 1298, 223 Mont. 60, 1986 Mont. LEXIS 1014, Counsel Stack Legal Research, https://law.counselstack.com/opinion/passage-v-prudential-bache-securities-inc-mont-1986.