Preferred Wireless LLC v. T-Mobile USA, Inc.

CourtDistrict Court, S.D. Ohio
DecidedMay 6, 2025
Docket2:22-cv-00978
StatusUnknown

This text of Preferred Wireless LLC v. T-Mobile USA, Inc. (Preferred Wireless LLC v. T-Mobile USA, Inc.) is published on Counsel Stack Legal Research, covering District Court, S.D. Ohio primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Preferred Wireless LLC v. T-Mobile USA, Inc., (S.D. Ohio 2025).

Opinion

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF OHIO EASTERN DIVISION

PREFERRED WIRELESS LLC,

Plaintiff,

Case No. 2:22-cv-978 v. Judge Edmund A. Sargus, Jr.

Magistrate Judge Chelsey M. Vascura T-MOBILE USA, INC., et al.,

Defendants.

OPINION AND ORDER This matter is before the Court on two Motions. Defendants T-Mobile USA, Inc. and Sprint Solutions, Inc. filed a “Motion for Judgment Based on ADR Settlement” (ECF No. 17) and asked the Court to confirm the Final Arbitration Award. Plaintiff Preferred Wireless LLC then filed a “Motion to Vacate Arbitration Award.” (ECF No. 22.) Both Motions are fully briefed. For the reasons below, the Court GRANTS Defendants’ Motion (ECF No. 17) and DENIES Preferred Wireless’s Motion (ECF No. 22). BACKGROUND This case arises out of the merger between T-Mobile and Sprint. Preferred Wireless, a former Sprint retailer, argues that Defendants induced Preferred Wireless into a contract to absorb its operations after the merger by misleading it about the number of its stores that T-Mobile planned to close. T-Mobile and Sprint were two of the largest mobile device providers in the United States until the companies merged in April 2020. (Compl., ECF No. 5, ¶ 47.) As a Sprint retailer, Preferred Wireless operated over 80 stores in Ohio, Michigan, and Pennsylvania. (Id. ¶ 28.) Its operations were absorbed by T-Mobile after the merger, when the parties entered into five Retailer Services Agreements (“RSA”). (Id. ¶¶ 92–94, n.1; see also RSA, ECF No. 17-3.) T-Mobile acknowledged that because of the merger, it would have more stores than customers, and thus some stores, like those owned and operated by Preferred Wireless, would need to be closed. (Id. ¶¶ 45–46, 51, 61–62.) Preferred Wireless alleges that Defendants misrepresented and concealed the number of stores that T-Mobile planned to close, inducing Preferred Wireless to sign the RSA

that gave T-Mobile the right to close any Preferred Wireless store for any reason, or no reason at all. (Id. ¶¶ 49–91.) After two rounds of store closures, Preferred Wireless sold its business to Connectivity Source and went out of business. (Id. ¶¶ 127–37.) Preferred Wireless initiated this lawsuit in the Delaware County Court of Common Pleas. (See Compl., ECF No. 5.) The Complaint alleges claims against Defendants that include fraud and fraudulent inducement, negligent misrepresentation, breach of contract, breach of the covenant of good faith and fair dealing, violations of the Washington Consumer Protection Act and the Washington Franchise Investment Protection Act,1 and unjust enrichment. (Id.) Defendants removed the case to this Court, and then the parties agreed to proceed with arbitration through Judicial Arbitration and Mediation Services (“JAMS”).2 (ECF Nos. 2, 3.)

The Arbitrator dismissed Preferred Wireless’s claim under the Washington Franchise Investment Protection Act. (ECF No. 21-1, PageID 520–33.) In October 2023, the matter proceeded to a five-day hearing on Preferred Wireless’s remaining claims. At the end of that hearing, the Arbitrator granted Defendants a directed verdict on Preferred Wireless’s Washington Consumer Protection Act Claim. (Id. PageID 534–38.)

1 The RSA contained a choice of law provision that the rights and obligations of the parties would be construed in accordance with, and governed by, the laws of the State of Washington. (Compl., ECF No. 5, ¶ 8.) T-Mobile has its corporate headquarters in Washington. (Id. ¶ 3.)

2 The RSA provided that the arbitration “will be administered pursuant to the JAMS Comprehensive Rules and Procedures then in effect.” (RSA, ECF No. 17-3, PageID 325, Section 16.1.) Then the Arbitrator issued an Interim Arbitration Award concluding that Preferred Wireless had not satisfied its burden of proof by a preponderance of the evidence on its fraud in the inducement, negligent misrepresentation, or breach of contract claims. (Id. PageID 540–78 (“Interim Arbitration Award”).) The Arbitrator first found that the releases signed by Preferred

Wireless were valid and enforceable, not unconscionable under Washington law. (Id. PageID 558– 63.) Since Preferred Wireless signed the releases, it released its claims against T-Mobile or assigned those claims to Connectivity Source. (Id.) The Arbitrator also found that Preferred Wireless did not prove fraud or negligent misrepresentation in connection with the store closures by clear and convincing evidence. (Id. PageID 564–75.) Preferred Wireless knew that T-Mobile intended to close some stores and understood that T-Mobile had the exclusive right to do so under the RSA. (Id. PageID 574.) Next, the Arbitrator explained that the duty of good faith and fair dealing cannot be invoked to contradict the terms of a contract. (Id. PageID 575.) Because Preferred Wireless cannot use this legal theory to contradict T-Mobile’s contractual right to close stores, it failed to prove by clear

and convincing evidence that Defendants’ actions constituted a breach of contract. (Id. PageID 576.) Nor did Preferred Wireless prove by a preponderance of the evidence that Defendants acted in bad faith to maintain its breach of the duty of good faith and fair dealing claim. (Id.) Although the Interim Arbitration Award found in favor of Defendants, the Arbitrator did not award monetary relief and instead ordered additional briefing on the issue of attorneys’ fees and costs. (Id. PageID 577–78.) Defendants submitted a fee petition requesting $3,395,717.90 in attorneys’ fees and costs. (ECF No. 21-1, PageID 580–600.) Preferred Wireless opposed that petition and the Arbitrator held a hearing. The particular provision of the RSA at issue stated that: 16.7 Attorney’s Fees and Costs. For claims in which at least one party seeks monetary relief, if the arbitrator awards such relief, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs (with such cost to include the costs of arbitration such as, without limitation, the arbitrator’s fees and expert witness fees). The “prevailing party” is determined as follows:

16.7.1 Defendant (or Counterclaim Defendant) as the Prevailing Party: After appointment of an arbitrator, the defendant may extend to the plaintiff a written offer of settlement for a sum certain, incorporating all claims and counterclaims asserted in the arbitration. If the plaintiff rejects or fails to accept such offer of settlement within fifteen (15) calendar days after receiving the offer, the matter proceeds to arbitration, and the arbitrator awards the plaintiff an amount equal to or less than the settlement amount offered by the defendant, the defendant shall be deemed the prevailing party. The defendant may submit subsequent offers of settlement, each superseding prior offers, provided that the offer is made at least thirty (30) calendar days prior to the arbitration.

16.7.2 Plaintiff or Counter-Plaintiff as the Prevailing Party: After appointment of an arbitrator, the plaintiff may extend to the defendant a written offer of settlement for a sum certain, incorporating all claims and counterclaims asserted in the arbitration. If the defendant rejects or fails to accept such offer of settlement within thirty (30) calendar days after receiving the offer, the matter proceeds to arbitration, and the arbitrator awards the plaintiff/counter-plaintiff an amount equal to or greater than the settlement amount offered, the plaintiff will be deemed the prevailing party. The plaintiff may submit subsequent offer of settlement, each superseding prior offers, provided that such offers are made within thirty (30) days of the arbitration hearing date.

16.7.3 No Prevailing Party.

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Preferred Wireless LLC v. T-Mobile USA, Inc., Counsel Stack Legal Research, https://law.counselstack.com/opinion/preferred-wireless-llc-v-t-mobile-usa-inc-ohsd-2025.