United States District Court, D. Maryland
Stephanie A. Gallagher United States District Judge.
Aleia Dowdy, filed this class action lawsuit against
Defendant Santander Consumer USA, Inc.
(“Santander”), for claims arising out of her
financing of a purchase of a motor vehicle. Currently pending
are two motions: (1) Santander's Motion to Compel
Non-Class Arbitration, ECF 15, and (2) Dowdy's Motion to
Strike, ECF 30. I have reviewed those motions, and the
related oppositions and replies. See ECF 16, 20, 33,
36. No. hearing is necessary. See Loc. R. 105.6 (D. Md.
2018). For the reasons stated below, Dowdy's motion to
strike will be denied, and Santander's motion to compel
arbitration will be granted.
basic facts underlying the transaction are undisputed. In
2007, Dowdy purchased a used vehicle from Koons Used Auto Car
Outlet (“Koons”) in Baltimore, Maryland. ECF 15-1
at 1. Dowdy executed two financing agreements to complete the
purchase: a Buyer's Order and a Retail Installment Sales
Contract (“RISC”). Id. at 1-2. Koons
immediately assigned both agreements to Santander.
Id. at 3.
Second Amended Complaint contains a single count, alleging
that Santander violated Maryland's Creditor Grantor
Closed End Credit Provisions (“CLEC”), Md. Code,
Com. Law. 12-1001 et seq., by charging and
collecting “convenience fees” for payments she
made by telephone or internet. ECF 4. She further alleges her
claim on behalf of a putative class of customers, defined as
those who entered into a credit contract governed by CLEC and
were charged convenience fees by Santander for making
payments due under a RISC. Id. at 5.
removed the Second Amended Complaint to this Court on May 10,
2019, under the Class Action Fairness Act of 2005
(“CAFA”). ECF 1. Santander now moves to enforce
an arbitration agreement in the Buyer's Order that Dowdy
signed, ECF 15.
case, because both parties have relied upon documents outside
the pleadings in support of their positions, I will apply the
summary judgment standard to the motion to compel
arbitration. See ECF 15-2; 16-2 through 16-4.
“Motions to compel arbitration exist in the netherworld
between a motion to dismiss and a motion for summary
judgment, ” and “[w]hether the motion should be
treated as a motion to dismiss or a motion for summary
judgment turns on whether the court must consider documents
outside the pleadings.” PC Const. Co. v. City of
Salisbury, 871 F.Supp.2d 475, 477-78 (D. Md. 2012);
see also Iraq Middle Mkt. Dev. Found. v. Harmoosh,
848 F.3d 235, 241-42 (4th Cir. 2017) (adopting the district
court's use of the summary judgment standard). Because
both parties premise their arguments on documents outside the
pleadings, including the Buyer's Order and the RISC which
are integral to the Second Amended Complaint, this Court will
consider documents outside the pleadings and the summary
judgment standard will be used.
56(a) of the Federal Rules of Civil Procedure states that the
court “shall grant summary judgment if the movant 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). Santander, as the moving party, bears the
burden of showing that there is no genuine dispute of
material fact. See Casey v. Geek Squad, 823
F.Supp.2d 334, 348 (D. Md. 2011). If Santander establishes
that there is no evidence to support Dowdy's claim that
the arbitration clause is inapplicable, the burden then
shifts to Dowdy to proffer specific facts to show a genuine
issue exists. Id. Dowdy must provide enough
admissible evidence to “carry the burden of proof at
trial.” Id. at 349 (quoting Mitchell v.
Data Gen. Corp., 12 F.3d 1310, 1315-16 (4th Cir.1993)).
The mere existence of a scintilla of evidence in support of
Dowdy's position is insufficient; rather, there must be
evidence on which a factfinder could reasonably find for
Dowdy. See Anderson v. Liberty Lobby, Inc., 477 U.S.
242, 252 (1986). Moreover, a genuine issue of material fact
cannot rest on “mere speculation, or building one
inference upon another.” Casey, 823 F.Supp.2d
at 349. In applying the summary judgment standard, a court
must view the facts and inferences “in the light most
favorable to the party opposing the motion.”
Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio
Corp., 475 U.S. 574, 587-88 (1986).
has filed, in part, a motion seeking to conduct additional
discovery relating to Santander's motion to compel
arbitration. ECF 30 at 7. Because this Court is applying the
summary judgment standard, it will consider Dowdy's
motion as analogous to a party's declaration under
Fed.R.Civ.P. 56(d), seeking to demonstrate why it cannot
present facts essential to justify its opposition without
additional discovery. “[T]o justify a denial of summary
judgment on the grounds that additional discovery is
necessary, the facts identified in a Rule 56 affidavit must
be ‘essential to [the] opposition.'”
Hamilton v. Mayor & City Council of Baltimore,
807 F.Supp.2d 331, 342 (D. Md. 2011) (citation omitted). The
Court should deny a non-moving party's Rule 56(d) request
for additional discovery “where the additional evidence
sought for discovery would not have by itself created a
genuine issue of material fact sufficient to defeat summary
judgment.” Strag v. Bd. of Trs., Craven Cmty.
Coll., 55 F.3d 943, 953 (4th Cir. 1995); see
Amirmokri v. Abraham, 437 F.Supp.2d 414, 420 (D. Md.
2006) (“A Rule 56[(d)] motion for additional discovery
is properly denied when the additional evidence sought to be
discovered would not create a genuine issue of material fact
sufficient to defeat summary judgment.”) (citing
Strag, 55 F.3d at 954)).
that analogy here, Dowdy has not established that the
additional discovery she seeks would create a genuine issue
of material fact in support of her opposition. First, several
of the items she seeks are items that should be equally
within her possession. See ECF 30 at 7 (requesting
the opportunity “to gather any communication from
Santander to Dowdy notifying Dowdy of the original assignment
to NCB Management Services, Inc.”); Id. at 8
(requesting “to uncover any documents provided to Dowdy
related to NCB Management Services, Inc. [sic] collection of
the account.”). Second, some of the documents she seeks
clearly are already within her possession, since she attached
them to her own filings in this case. Id.
(“Santander filed pages 1-30 of the Forward Flow
Financial Assets Sale Agreement but failed to include pages
31-38 with its filing. Dowdy previously filed what she
believes to be pages 32 and 33 of this agreement.”) The
third and final category of items Dowdy seeks is simply
irrelevant to the dispute. Dowdy “requests leave to
take discovery on Santander's internal operating
procedures undertaken after it entered into the Forward Flow
Financial Assets Sale Agreement with NCB Management Inc.
(i.e. accounting, charge offs, data storage, book
entries relating to assigned RISCs).” Id. at
7. The question of what was assigned under the Forward Flow
Financial Assets Sale Agreement is a question of contractual
interpretation, and Santander's internal operating
procedures are therefore irrelevant. Because none of the
discovery sought would create a genuine issue of material
fact to support Dowdy's position, I will deny her request
to conduct additional discovery relating to Santander's
motion to compel arbitration.
I. Motion to Compel Arbitration
seeks to compel non-class arbitration, under the terms of the
Arbitration Agreement in the Buyer's Order. Dowdy makes
four arguments in opposition: 1) the RISC is a stand-alone
document, without an arbitration agreement; 2) the
Buyer's Order limits the application of its Arbitration
Agreement to its original signatories, Dowdy and Koons; (3)
even if Santander had a right to compel arbitration, the
right was released upon the execution of a settlement
agreement between Dowdy and Santander's assignee, NCB
Management, Inc. ("NCB"); and 4) the RISC merged
into the Judgment entered by the District Court in the
dispute between NCB and Dowdy.
concedes that the Federal Arbitration Act favors the
enforcement of written arbitration agreements between
parties. See ECF 16 at 6 (citing Buckeye Check
Cashing, Inc. v. Cardegna, 546 U.S. 440, 443 (2006)).
However, Dowdy correctly notes that before a court can
properly compel arbitration, the moving party must prove
“a written agreement that includes an arbitration
provision that purports to cover the dispute[.]”
Adkins v. Labor Ready, Inc., 303 F.3d 496, 500-01
(4th Cir. 2002) (“[E]ven though arbitration has a
favored place, ...