Patrick v. Ramsey

• Court: Court of Appeals for the Ninth Circuit
• Decided: November 12, 2025
• Docket: 24-5710
• Status: Unpublished

Opinion

NOT FOR PUBLICATION FILED UNITED STATES COURT OF APPEALS NOV 12 2025 MOLLY C. DWYER, CLERK U.S. COURT OF APPEALS FOR THE NINTH CIRCUIT

ANNA PATRICK; DOUGLAS MORRILL; No. 24-5710 ROSEANNE MORRILL; LEISA D.C. No. GARRETT; ROBERT NIXON; 2:23-cv-00630-JLR SAMANTHA NIXON; DAVID BOTTONFIELD; ROSEMARIE BOTTONFIELD; TASHA RYAN; MEMORANDUM* ROGELIO VARGAS; MARILYN DEWEY; PETER ROLLINS; KATRINA BENNY; SARA ERICKSON; GREG LARSON; JAMES KING; RACHAEL ROLLINS,

Plaintiffs - Appellees,

v.

DAVID L. RAMSEY III; THE LAMPO GROUP, INC., a Tennessee limited liability company,

Defendants - Appellants,

and

HAPPY HOUR MEDIA GROUP LLC, a Washington limited liability company,

Defendant.

* This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3. TASHA RYAN; ROGELIO VARGAS; No. 24-5711 MARILYN DEWEY; PETER ROLLINS; KATRINA BENNY; SARA ERICKSON; D.C. No. GREG LARSON; JAMES KING; 2:23-cv-00630-JLR RACHAEL ROLLINS; ANNA PATRICK; DOUGLAS MORRILL; ROSEANNE MORRILL; LEISA GARRETT; ROBERT NIXON; SAMANTHA NIXON; DAVID BOTTONFIELD; ROSEMARIE BOTTONFIELD,

HAPPY HOUR MEDIA GROUP LLC,

Defendant - Appellant,

THE LAMPO GROUP, INC., DAVID L. RAMSEY III,

Defendants.

Appeal from the United States District Court for the Western District of Washington James L. Robart, District Judge, Presiding

Argued and Submitted October 21, 2025 Portland, Oregon

Before: CALLAHAN, CHRISTEN, and HURWITZ, Circuit Judges

In this putative class action, David L. Ramsey III, the Lampo Group LLC, and

Happy Hour Media Group LLC (collectively, “Appellants”) challenge the district

2 24-5710 court’s order denying their motion to compel arbitration. We have jurisdiction under

9 U.S.C. § 16(a)(1)(A)-(B) and review an order denying a motion to compel

arbitration based on equitable estoppel de novo. Herrera v. Cathay Pac. Airways

Ltd., 104 F.4th 702, 704 (9th Cir. 2024). We affirm.

1. “Arbitration is a matter of contract. Therefore, the general rule is that a

party cannot be required to arbitrate a dispute he or she has not agreed to arbitrate.”

Norwood v. MultiCare Health Sys., 548 P.3d 978, 984 (Wash. Ct. App. 2024)

(cleaned up). No appellant is a party to the contract between the plaintiffs and Reed

Hein & Associates that contains the relevant arbitration clause, nor is Reed Hein a

party in this action. Appellants nonetheless claim that the plaintiffs are equitably

estopped from objecting to arbitration. Because the Washington Supreme Court has

not addressed a case in which a nonsignatory defendant seeks to compel a signatory

plaintiff to arbitrate based on equitable estoppel, we may rely on “intermediate

appellate court decisions, statutes, and decisions from other jurisdictions as

interpretive aids.” Gravquick A/S v. Trimble Navigation Int’l Ltd., 323 F.3d 1219,

1222 (9th Cir. 2003). Washington’s intermediate appellate courts have identified two

types of equitable estoppel applicable to demands for arbitration: intertwined claims

estoppel and direct benefits estoppel. See Norwood, 548 P.3d at 986.

2. Intertwined claims estoppel allows a court to compel arbitration of “claims

that are based on the same facts and are inherently inseparable from arbitrable claims

3 24-5710 against signatory defendants.” David Terry Invs., LLC-PRC v. Headwaters Dev.

Grp. LLC, 463 P.3d 117, 124 (Wash. Ct. App. 2020) (cleaned up). Plaintiffs’ claims

do not qualify.

The operative complaint asserts that Appellants deceptively and fraudulently

marketed Reed Hein’s services and are therefore liable under Washington statutory

and common law. The allegedly unlawful conduct occurred, however, before

plaintiffs contracted with Reed Hein. Moreover, plaintiffs’ claims do not rest on

interpreting their contracts with Reid Hein. Cf. Norwood, 548 P.3d at 986-87

(applying equitable estoppel where plaintiffs’ claims could not be adjudicated

without interpreting clauses in the contract). Thus, the complaint and the contracts

are not inextricably intertwined.

The cases Appellants rely upon are readily distinguishable. A nonsignatory

defendant in Terry Investments was “substantially the same ‘person’” as a signatory

defendant, and the claims against both “involve[d] the same asserted wrongs and

issues—all intimately intertwined with the” contracts. 463 P.3d at 124. The Norwood

court could not reach the merits without determining whether the plaintiff was an

employee or an independent contractor, which necessarily required interpreting her

contract with a nonparty. 548 P.3d at 986-87. The claims against a nonsignatory in

Dekrypt Capital, LLC v. Uphold Ltd. “necessarily turn on the construction of the

contract,” “require resolution of contract defenses” by a signatory defendant, and

4 24-5710 were based “on the same facts and seeking the same relief” as pending claims against

a signatory defendant. No. 82606-9-I, 2022 WL 97233, at *6 (Wash. Ct. App. Jan.

10, 2022).

3. Direct benefits estoppel applies when a party benefits from a contract but

seeks to avoid its burdens. See Townsend v. Quadrant Corp., 268 P.3d 917, 922

(Wash. 2012). Plaintiffs do not claim a benefit under their contracts; indeed, they

claim they were never provided any benefits. Moreover, no Washington appellate

court has applied direct benefits estoppel to compel a signatory plaintiff to arbitrate

claims against a nonsignatory defendant. We decline to do so here.

4. “The linchpin for equitable estoppel is fairness.” Kramer v. Toyota Motor

Corp., 705 F.3d 1122, 1133 (9th Cir. 2013) (cleaned up). Reed Hein, the signatory

to plaintiffs’ contracts, forfeited its right to compel arbitration because of its past

conduct and is not party to this case. It would be neither fair nor equitable to allow

the nonsignatory Appellants to arbitrate claims that a signatory defendant could not.

AFFIRMED.

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