United States District Court, D. Maryland
K. BREDAR, CHIEF JUDGE
Li (“Plaintiff”) filed this putative class action
against StockX.com (“Defendant, ” or
“StockX”), alleging violations of Maryland's
Consumer Protection Act, fraud, and negligence in the
operation of StockX's online marketplace. (Compl., ECF
No. 2.) Defendant moved to compel arbitration and stay
proceedings, or, in the alternative, to dismiss the action,
under the Federal Arbitration Act, 9 U.S.C. §§ 3
and 4 [“FAA”]. (Mot. Compel Arbitration at 1, ECF
No. 7.) No hearing is required. See Local Rule 105.6
(D. Md. 2016). For the reasons set forth below,
Defendant's Motion will be granted in part, and the case
will be stayed pending arbitration.
to undisputed facts, StockX maintains an online marketplace
allowing users to buy and sell merchandise, including
athletic wear. (Compl. ¶ 22; Luber Decl. ¶ 2, Exh.
in Supp. Mot. Compel, ECF No. 7-2.) Li registered for an
account on StockX.com on November 2, 2017 (Li Decl. ¶ 3,
Exh. in Opp'n to Mot. Compel, ECF No. 8-1; Luber Decl.
¶ 7), at which time he was provided with terms of
service dated October 17, 2017. (Li Decl. ¶ 3
(misstating the year on the referenced document); Luber Decl.
¶ 14.) Those terms of service read in part:
14. Disputes with StockX. . . . You and StockX each
agree that any and all disputes or claims that have arisen or
may arise between you and StockX relating in any way to or
arising out of the Terms or your use of or access to
StockX's Services, shall be resolved exclusively through
final and binding arbitration, rather than in court, except
that you may assert claims in small claims court or tribunal
located in your jurisdiction, if your claims qualify. IN ALL
EVENTS, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY, WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE
LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE
ARISING UNDER OR RELATING TO THESE TERMS AND AGREES THAT ANY
SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A
JURY. The Federal Arbitration Act governs the interpretation
and enforcement of this Agreement to Arbitrate.
. . . e. Opt-Out Procedure. You can choose to reject this
Agreement to Arbitrate (‘opt-out') by mailing us a
written opt-out notice (‘Opt-Out Notice'). The
Opt-Out Notice must be postmarked no later than 30 days after
the date you accept the User Agreement for the first time.
You must mail the Opt-Out notice to 1046 Woodward Ave.,
Detroit, MI 48226.
For your convenience, we are providing an Opt-Out Notice form
you must complete and mail to opt out of the Agreement to
Arbitrate. You must complete the Opt-Out Notice form by
providing the information called for in the form, including
your name, address[, ] . . . phone number and the email
address(es) used to log in to the StockX account(s) to which
the opt-out applies. You must sign the Opt-Out Notice for it
to be effective. This procedure is the only way you can opt
out of the Agreement to Arbitrate. If you opt out of the
Agreement to Arbitrate, all other parts of the User Agreement
will continue to apply.
(Terms of Service, Li Decl. Exh. A, ECF No. 8-4, at 8-10;
Terms of Service, Luber Decl. Exh. A, ECF No. 7-3, at 10-12.)
According to Li, StockX did not provide an Opt-Out Notice
form when he registered, nor did it provide one by email at a
later date. (Li Decl. ¶¶ 4-8.)
stipulates that, in any contract involving interstate
commerce, a provision through which the parties agree to
arbitrate their disputes 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. The Act “reflects an ‘emphatic federal
policy in favor of arbitral dispute resolution.'”
KPMG LLP v. Cocchi, 565 U.S. 18, 21 (2011) (per
curiam) (quoting Mitsubishi Motors Corp. v. Soler
Chrysler-Plymouth, Inc., 473 U.S. 614, 631 (1985)). The
“party resisting arbitration bears the burden of
proving that the claims at issue are unsuitable for
arbitration.” Green Tree Fin. Corp.-Ala. v.
Randolph, 531 U.S. 79, 91 (2000).
this presumption favoring alternative dispute resolution,
arbitrability is at bottom a question of contract
interpretation: a party cannot be required to arbitrate a
dispute if he has not contractually agreed to do so. Thus, in
the Fourth Circuit,
a litigant can compel arbitration under the FAA if he can
demonstrate ‘(1) the existence of a dispute between the
parties, (2) a written agreement that includes an arbitration
provision which purports to cover the dispute, (3) the
relationship of the transaction, which is evidenced by the
agreement, to interstate and foreign commerce, and (4) the
failure, neglect or refusal of the [opposing party] to
arbitrate the dispute.'
Whiteside v. Teltech Corp., 940 F.2d 99, 102 (4th
Cir. 1991); see also Adkins v. Labor Ready, Inc.,
303 F.3d 496, 500-01 (4th Cir. 2002). Although arbitrability
is a question of federal law, applicable state contract law
controls whether the parties have a valid agreement to
arbitrate. Adkins, 303 F.3d at 501.
“[G]enerally applicable state contract defenses, such
as fraud, duress, or unconscionability, may be applied to
invalidate arbitration agreements without contravening [the
FAA].” Doctor's Assocs., Inc. v.
Casarotto, 517 U.S. 681, 687 (1996). However, state law
defenses must not be applied “in a fashion that
disfavors arbitration, ” AT&T Mobility LLC v.
Concepcion, 563 U.S. 333, 341 (2011), and they must not
“rely on the uniqueness of an agreement to
arbitrate” to invalidate it, id. (quoting
Perry v. Thomas, 482 U.S. 483, 493 (1987)).
party moves to compel arbitration and the validity of the
purported arbitration agreement between the parties is
disputed, the motion is treated as one for summary judgment.
See, e.g., Roach v. Navient Sols., Inc.,
165 F.Supp.3d 343, 347 (D. Md. 2015); accord Rose v. New
Day Fin., LLC, 816 F.Supp.2d 245, 251 (D. Md. 2011).
When evaluating a motion for summary judgment, the Court will
grant judgment to a movant who “shows that there is no
genuine dispute as to any material fact and the movant is
entitled to judgment as a matter of law.” Fed.R.Civ.P.
56(a); Celotex Corp. v. Catrett, 477 U.S. 317, 322
(1986) (citing predecessor to the current Rule 56(a)). No
genuine issue of material fact exists if the opposing party
fails to make a sufficient showing on an essential element of
the case as to which he would bear the burden of proof.
Celotex Corp., 477 U.S. at 322-23. The “mere
existence of a scintilla of evidence in support of the
[opposing party's] position” is insufficient to
defeat the motion. Anderso ...