Opinion
AANCV166021002S
01-16-2018
CREDIT ACCEPTANCE CORP. v. Jeffrey HINTON et al.
UNPUBLISHED OPINION
OPINION
Hiller, J.T.R.
The plaintiff and counterclaim defendant, Credit Acceptance Corporation (" Credit Acceptance"), initiated this action against the defendants and counterclaim plaintiffs, Jeffrey Hinton and Cassandra Hinton (" the Hintons"), by way of service of process on May 4, 2016. Credit Acceptance filed a two-count complaint, seeking deficiency judgments, with the court on June 2, 2016, and through which it alleges the following facts. On March 22, 2014, the Hintons signed, and co-signed, a Retail Installment Contract with Carriage Shop, Inc. of Branford, whereby they agreed to purchase and accept delivery of a used motor vehicle. Under that contract, the Hintons agreed to finance $16, 067.51, plus a finance charge of $7, 950.61, computed at an annual percentage rate of 18.99 percent for a total of $24, 018.12. The Hintons agreed to pay this sum in 54 monthly installment payments of $444.78, due on the twenty-second of each month, with payments commencing on April 22, 2014.
The contract was assigned for value to Credit Acceptance. The Hintons made various monthly installment payments before ultimately defaulting. Subsequently, Credit Acceptance repossessed the vehicle and, after giving the Hintons reasonable notice of its intention to resell, he sold the vehicle on June 2, 2015. In so doing, Credit Acceptance incurred repossession expenses of $235. The Hintons were credited the fair market value of the vehicle in the amount of $9, 075. The Hintons remain indebted to Credit Acceptance in the amount of $7, 465.88 together with attorneys fees in the amount of $1, 119.88. Hence, Credit Acceptance initiated this action to collect the remaining debt.
The Hintons filed their amended answer and counterclaim on November 30, 2017. The Hintons’ answer admits that the contract at issue existed, the general terms of the payment amounts, and that the vehicle was repossessed; but denies the remaining allegations. The Hintons’ counterclaim brings a consumer class action against Credit Acceptance seeking relief to redress the alleged unlawful and deceptive pattern engaged in by Credit Acceptance regarding collection of alleged deficiencies, enforcement, as well as repossession and disposition of collateral. Specifically, the Hintons claim that the pre-sale and post-sale notices issued by Credit Acceptance prior to its repossession of their vehicle were substantially deficient and violated the following statutes: the Connecticut Retail Installment Sales Finance Act, General Statutes § 36a-770 et seq. (" RIFSA"); Connecticut Creditor Collection Practices Act, General Statutes § 36a-645 et seq. (" CCPA"); the Uniform Commercial Code, General Statutes § 42a-9-101 et seq. (" UCC"); and the Connecticut Unfair Trade Practices Act, General Statutes § 42a-110b et seq. (" CUTPA"). These deficient notices resulted in the unlawful repossession of collateral by Credit Acceptance, as well as an unlawful attempt to collect deficiencies. Furthermore, the Hintons claim that the foregoing resulted in derogatory information being reported inappropriately to credit agencies. As a result the Hintons allege that they have suffered harm and seek recovery of monetary damages, both for themselves as well as similarly situated class members.
On December 29, 2016, Credit Acceptance moved to compel arbitration of all claims and stay proceedings, under § § 9 U.S.C. 2 through 4 of the Federal Arbitration Act (FAA) and General Statutes § § 52-508 through 52-424, pursuant to an arbitration clause within the retail installment contract. The Hintons filed an objection on January 20, 2017. Credit Acceptance filed a reply on February 3, 2017.
" In the context of motions to compel arbitration brought under the [FAA] ... the court applies a standard similar to that applicable for a motion for summary judgment ... If there is an issue of fact as to the making of the agreement for arbitration, then a trial is necessary." (Citations omitted.) Bensadoun v. Jobe -Riat, 316 F.3d 171, 175 (2d Cir. 2003). Summary judgment is appropriate " if the pleadings, affidavits and any other proof submitted show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." (Internal quotation marks omitted.) Larobina v. McDonald, 274 Conn. 394, 399, 876 A.2d 522 (2005); see also Fed.R.Civ.P. 56(c); Manifold v. Ragaglia, 94 Conn.App. 103, 122 n.12, 891 A.2d 106 (2006) (" Connecticut’s summary judgment practice [is] substantially similar to Federal Rule of Civil Procedure 56[c]").
The contract and arbitration clause at issue, attached to Credit Acceptance’s complaint, provides that the terms of the contract are governed by State Law, and that the arbitration clause is governed by the FAA. The parties do not dispute that the FAA applies to this case. The contract is signed by the Hintons, and initialed by them on every page, and states that a " Dispute, " as defined under the arbitration clause, can be subject to arbitration. The clause provides in relevant part:
A " Dispute" is any controversy or claim between You [the Hintons] and Us [Credit Acceptance] arising out of or in any way related to this Contract, including but not limited to, any default under this contract, the collection of amounts due under this Contract, the purchase, sale, delivery, set-up, quality of the Vehicle, advertising for the Vehicle or its financing, or any product or service included in this contract. " Dispute" shall have the broadest meaning possible and includes contract claims, and claims based on tort, violations of laws, statutes, ordinances, nor regulations or any other legal or equitable theories ... " [D]ispute" does not include any repossession of the vehicle upon Your default and any exercise of the power of sale of the Vehicle under this Contact or any individual action by You to prevent Us from using any such remedy, so long as such individual action does not involve a request for monetary relief of any kind. In addition, " dispute" does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Clause or any part thereof ... all such disputes are for a court and not an arbitrator to decide ...
Either You or We may require any Dispute to be arbitrated and may do so before or after a lawsuit has been started over the Dispute or with respect to other Disputes or counterclaims brought later in the lawsuit.
In its memorandum in support of its motion to compel arbitration, Credit Acceptance asserts that the matter is subject to compelled arbitration as the arbitration clause is valid and enforceable, this dispute falls within its broad scope, and there are no equitable bases forestalling its enforcement. In their memorandum in opposition, the Hintons assert a variety of arguments as to why arbitration should not be compelled. With regard to the validity and enforceability of the arbitration clause, the Hintons contend, first, that Credit Acceptance waived any right to compel arbitration when it commenced this litigation; and, second, that the arbitration clause is unconscionable as it is one-sided due, in part, to the fact that Credit Acceptance had an overwhelming advantage in bargaining power over the Hintons. As to whether this dispute falls within the scope of the arbitration clause, the Hintons contend that it does not as the claims asserted by them do not relate to the construction of the contract, or a parties’ rights or obligations under the contract. The Hintons additionally contend that this dispute falls within the exclusionary provision of the arbitration clause, or, in the alternative, that the exclusionary provision is ambiguous and should be construed in their favor. In reply, Credit Acceptance asserts that waiver has not occurred, and to hold otherwise would be contrary to the language of the agreement itself, as well as the strong Federal policy favoring arbitration. Next, Credit Acceptance asserts that the arbitration agreement was not unconscionable as the Hintons had the opportunity to waive arbitration, and could even have compelled it of their own accord if they so desired. As to scope, Credit Acceptance contends that this dispute falls within the scope of the arbitration clause, and plainly outside the exclusionary provision.
" [A]rbitration is a creature of contract ... It is designed to avoid litigation and secure prompt settlement of disputes ... [A] person can be compelled to arbitrate a dispute only if, to the extent that, and in the manner which, he has agreed so to do ... No one can be forced to arbitrate a contract dispute who has not previously agreed to do so." (Internal quotation marks omitted.) State v. Phillip Morris, Inc., 279 Conn. 785, 796, 905 A.2d 42, 48 (2006).
Our Supreme Court in Hottle v. BDO Seidman, LLP, 268 Conn. 694, 702-05, 846 A.2d 862 (2004), articulated the standards to be applied regarding the enforcement of an arbitration provision under the FAA as follows:
Judicial construction of an arbitration agreement, however, is not guided solely by the principles of relevant state contract law. The arbitration act; 9 U.S.C. § § 1 through 16; governs written arbitration agreements that pertain to contracts involving interstate commerce. 9 U.S.C. § § 1 and 2. The arbitration act creates a body of federal substantive law of arbitrability, applicable to any arbitration agreement within the coverage of the [a]ct ... Volt Information Sciences, Inc. v. Board of Trustees of Leland Stanford Junior University, [489 U.S. 468, 475, 109 S.Ct. 1248, 103 L.Ed.2d 488 (1989)]; Moses H. Cone Memorial Hospital v. Mercury Construction Corp., 460 U.S. 1, 24, 103 S.Ct. 927, 74 L.Ed.2d 765 (1983). As federal substantive law; Moses H. Cone Memorial Hospital v. Mercury Construction Corp., supra, at 24, 103 S.Ct. 927; the arbitration act is to be applied by state courts as well as by federal courts. Allied-Bruce Terminix Cos. v. Dobson, 513 U.S. 265, 271-72, 115 S.Ct. 834, 130 L.Ed.2d 753 (1995); Southland Corp. v. Keating, 465 U.S. 1, 15-16, 104 S.Ct. 852, 79 L.Ed.2d 1 (1984); see Volt Information Sciences, Inc. v. Board of Trustees of Leland Stanford Junior University, supra, at 476, 109 S.Ct. 1248 (arbitration act requires state court, in applying general state law principles of contract interpretation, to give due regard to federal policy favoring arbitration) ...
Section 2 of the arbitration act provides that written arbitration agreements " shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract." The United States Supreme Court has interpreted the text of § 2 to allow the application of state law " if that law arose to govern issues concerning the validity, revocability, and enforceability of contracts generally ... Thus, generally applicable contract defenses, such as fraud, duress, or unconscionability, may be applied to invalidate arbitration agreements without contravening § 2." (Citation omitted; emphasis in original; internal quotation marks omitted.) Doctor’s Associates, Inc. v. Casarotto, 517 U.S. 681, 686-87, 116 S.Ct. 1652, 134 L.Ed.2d 902 (1996).
Accordingly, while the [arbitration act] creates a body of federal substantive law of arbitrability, applicable to any arbitration agreement within the coverage of the [a]ct ... in evaluating whether the parties have entered into a valid arbitration agreement, the court must look to state law principles. (Citations omitted; internal quotation marks omitted.) Cap Gemini Ernst & Young, __ U.S. __, LLC v. Nackel, 346 F.3d 360, 364 (2d Cir. 2003) ... " As a result, prior to compelling arbitration, the [trial] court must first determine two threshold issues that are governed by state rather than federal law: (1) Did the parties enter into a contractually valid arbitration agreement? and (2) If so, does the parties’ dispute fall within the scope of the arbitration agreement?" Cap Gemini Ernst & Young, __ U.S. __, LLC v. Nackel, supra, at 365 ...
(Citations omitted; footnotes omitted.) Hottle v. BDO Seidman LLP, supra, 268 Conn. 704-05.
A.
Validity and Enforceability of the Arbitration Clause
As an initial matter, the court must determine the validity of the arbitration agreement pursuant to state law principles. See Id.; Cap Gemini Ernst & Young, __ U.S. __, LLC v. Nackel, supra, 346 F.3d 364. The court also considers relevant Federal law as appropriate. " [W]hen there is no Connecticut case law directly on point, [the court] may turn for guidance to the applicable federal law." Nussbaum v. Kimberly Timbers, Ltd., 271 Conn. 65, 73 n.6, 856 A.2d 364 (2004).
" To form a valid and binding contract in Connecticut, there must be a mutual understanding of the terms that are definite and certain between the parties ... To constitute an offer and acceptance sufficient to create an enforceable contract, each must be found to have been based on an identical understanding by the parties." (Internal quotation marks omitted.) Senco, Inc. v. Fox -Rich Textiles, Inc., 75 Conn.App. 442, 445, 816, A.2d 654, cert. denied, 263 Conn. 916, 821 A.2d 770 (2003). That a party signed a written agreement is usually conclusive evidence of contract formation. " The general rule is that where a person of mature years, who can read and write, signs or accepts a formal written contract affecting his pecuniary interest, it is his duty to read it, and notice of its contents will be imputed to him if he negligently fails to do so." Ursini v. Goldman, 118 Conn. 554, 562, 173 A. 789 (1934). Furthermore, " the words of the contract must be given their natural and ordinary meaning ..." (Internal quotation marks omitted.) United Illuminating Co. v. Wisvest -Connecticut, LLC, 259 Conn. 665, 670-71, 791 A.2d 546, 549-50 (2002). " The contract must be viewed in its entirety, with each provision read in light of the other provisions ... and every provision must be given effect if it is possible to do so ..." (Citations omitted.) Id., 671.
In the present case, the arbitration clause is valid. The contract is signed by the Hintons, and each page, including those containing the arbitration clause, are initialed by them. This indicates agreement to arbitrate. There has been no evidence provided to suggest this acceptance was coerced, or induced in a misleading manner. Hence the court turns to the question of the arbitration clauses’ enforceability. See 9 U.S.C. § 2. The Hintons make two challenges to the enforceability of this arbitration clause: first, that Credit Acceptance has waived their right to enforce it; and second, that enforcement of the clause would be unconscionable.
1. Waiver
The Hintons argue that Credit Acceptance has waived its right to compel arbitration on two grounds. First, the Hintons assert that due to Credit Acceptance’s failure to follow a specific procedure, as provided in the contract; to initiate arbitration it has improperly initiated litigation and waived its rights to compel arbitration. Second, the Hintons further contend that Credit Acceptance has waived its right to compel arbitration by engaging in substantial litigation. These arguments are unpersuasive.
" Waiver is the intentional relinquishment or abandonment of a known right or privilege ... Waiver does not have to be express, but may consist of acts or conduct from which waiver may be implied ... [U]njustifiable delay in seeking arbitration may warrant a finding of waiver ... The same result follows from going to trial without insisting upon the arbitration condition." (Citations omitted; internal quotation marks omitted.) MSO, LLC v. DeSimone, 313 Conn. 54, 64, 94 A.3d 1189 (2014). Furthermore, " [a] party seeking to assert the defense of waiver must show that he was substantially prejudiced." Advest, Inc. v. Watchel, 235 Conn. 559, 569, 668 A.2d 367 (1995), citing Rush v. Oppehnehimer & Co., 779 F.2d 885, 888 (2d Cir. 1985), cert. denied, 475 U.S. 1015, 106 S.Ct. 1196, 89 L.Ed.2d 316. " In order to determine whether a party has been substantially prejudiced, many factors must be considered, not the least of which is whether the claims that the defendants seek to assert in the arbitration are the same as those asserted in the prior litigation and whether initiation of the arbitration constituted an unjustifiable delay." Advest, Inc. v. Watchel, supra 569.
It should be noted that Federal and Connecticut law regarding the prejudice requirement for waiver of arbitration agreements is nearly identical. Our Supreme Court has noted: " [O]ur prejudice requirement is consistent with the majority of federal circuit courts which similarly require prejudice to the party opposing arbitration on the grounds of waiver. This uniform approach allows our trial courts to resolve the issue of waiver without having to determine, as a threshold matter, whether state or federal law governs a particular arbitration agreement." (Footnote omitted.) MSO, LLC v. DeSimone, supra, 313 Conn. 68-69.
" Federal policy strongly favors arbitration and waiver of a right to arbitrate is not lightly inferred, but a party can waive its right to arbitration when it engages in protracted litigation that prejudices the opposing party ... There is no bright-line rule ... for determining when a party has waived its right to arbitration, but courts consider such factors as (1) the time elapsed from commencement of litigation to the request for arbitration, (2) the amount of litigation (including any substantive motions and discovery), and (3) proof of prejudice ... The key to a waiver analysis is prejudice ... We have recognized two types of prejudice: substantive prejudice and prejudice due to excessive cost and time delay ... Substantive prejudice might occur when a party loses a motion on the merits and then attempts, in effect, to relitigate the issue by invoking arbitration; time and expense prejudice can be found when a party too long postpones his invocation of his contractual right to arbitration, and thereby causes his adversary to incur unnecessary delay and expense." (Citations omitted; internal quotation marks omitted.) Technology in Partnership, Inc. v. Rudin, 538 Fed.Appx. 38, 39, (2d Cr. 2013).
In the present case, the court cannot make a finding of waiver. With regard to the Hintons’ argument that Credit Acceptance has waived its right to compel arbitration by initiating this ligation, this argument is unavailing. Although, the arbitration clause notes that a complaining party shall give a dispute notice prior to initiating arbitration, the very next paragraph provides that " [e]ither You or We may require any Dispute to be arbitrated and may do so before or after a lawsuit has been started over the Dispute or with respect to other Disputes or counterclaims brought later in the lawsuit." Interpreting the contract as a whole and giving effect to every provision; United Illuminating Co. v. Wisvest-Connecticut, LLC, supra, 259 Conn. 671; the arbitration clause clearly encompasses a situation, such as the one here, where arbitration is requested while suit is pending. That arbitration was requested in response to a counterclaim is of no import; it was anticipated by the plain language of the contract.
As to the factors regarding whether waiver has occurred, lapse of time, the amount of litigation, and prejudice, none of them favor a finding of waiver. Here, the time before the initiation of this action and the motion to compel was little over eight months, and no substantial motion practice had taken place before then. Indeed, Credit Acceptance’s motion to compel came less than a month after the Hintons’ amended answer and counterclaims. Next, no substantial litigation has occurred, and only marginal discovery has begun. Lastly, the purported basis for prejudice, the service of discovery and alleged delay, are simply insufficient on the facts here. See Rush v. Oppenheimer & Co., supra, 779 F.2d 887-91 (defendant did not waive right to arbitrate even where it delayed seeking arbitration for approximately eight months, engaged in discovery and moved to dismiss before filing an answer). For the foregoing reasons, the court concludes that Credit Acceptance has not waived its right to compel arbitration.
2. Unconscionability
The Hintons next challenge the validity of the arbitration clause on the basis that it is allegedly unconscionable. The Hintons contend that the arbitration clause enables Credit Acceptance to pursue claims in litigation, and then, when counterclaims are asserted, compel arbitration. Consequently, the Hintons assert that enforcement of the arbitration clause unfairly prevents them from defending themselves in litigation. The Hintons further contend that the clause is one-sided due to the overwhelming economic advantage and superior bargaining position that Credit Acceptance has over the Hintons. These arguments are unavailing.
" The purpose of the doctrine of unconscionability is to prevent oppression and unfair surprise." (Internal quotation marks omitted.) Cheshire Mortgage Service, Inc. v. Montes, 223 Conn. 80, 88, 612 A.2d 1130 (1992). " The classic definition of an unconscionable contract is one which no man in his senses, not under delusion, would make, on the one hand, and which no fair and honest man would accept, on the other ... In practice, [the court has] come to divide this definition into two aspects of unconscionability, one procedural and the other substantive, the first intended to prevent unfair surprise and the other intended to prevent oppression." (Citation omitted; internal quotation marks omitted.) Smith v. Mitsubishi Motors Credit of America, Inc., 247 Conn. 342, 349, 721 A.2d 1187 (1998).
Under Connecticut law, the party that raises unconscionability as a defense to the enforcement of any contract typically has the burden of showing that the contract is both procedurally and substantively unconscionable. See Bender v. Bender, 292 Conn. 696, 732, 975 A.2d 636 (2009). " Substantive unconscionability focuses on the content of the contract, as distinguished from procedural unconscionability, which focuses on the process by which the allegedly offensive terms found their way into the agreement." (Internal quotation marks omitted.) Cheshire Mortgage Service, Inc. v. Montes, supra, 223 Conn. 87 n.14. " Under Connecticut law, a court cannot find procedural unconscionability unless the party opposing enforcement of a contractual provision has introduced some specific evidence of overreaching by the other party in the formation of the agreement." (Emphasis in original.) Daimlerchrysler Insurance Co., LLC v. Pambianchi, 762 F.Supp.2d 410, 423 (D.Conn. 2011). See also Smith v. Mitsubishi Motors Credit of America, Inc., supra, 247 Conn. 351-52.
" When state law prohibits outright the arbitration of a particular type of claim, the analysis is straightforward: The conflicting rule is displaced by the FAA ... But the inquiry becomes more complex when a doctrine normally thought to be generally applicable, such as duress or ... unconscionability, is alleged to have been applied in a fashion that disfavors arbitration." (Citation omitted.) AT&T Mobility, LLC v. Concepcion, 563 U.S. 333, 340, 131 S.Ct. 1740, 179 L.Ed.2d 742 (2011). " [A] court may not rely on the uniqueness of an agreement to arbitrate as a basis for a state-law holding that enforcement would be unconscionable, for this would enable the court to effect what ... the state legislature cannot." (Internal quotation marks omitted.) Id.
In the present case, the arbitration clause is neither procedurally nor substantively unconscionable. The arbitration clause specifically provided the Hintons a right to reject arbitration. The contract provides in relevant part: " Your right to reject: If you don’t want this Arbitration clause to apply, You may reject It by Mailing Us ... a written rejection notice that describes the Contract and tells Us that You are rejecting this Arbitration Clause ... If You reject this Arbitration Clause, that will not affect any other provision of this contract or the Status of Your Contract. If You don’t reject this Arbitration Clause, it will be effective as of the date of this Contract. " (Emphasis in original.) The ability to opt out of an arbitration agreement affects the agreement’s procedural unconscionability. See Fromer v. Comcast Corp. 886 F.Supp.2d 106, 112 (D.Conn. 2012). As noted, the Hintons are presumed to have read the contents of the contract that they signed. Ursini v. Goldman, supra, 118 Conn. 562. Accordingly, the court concludes that the arbitration clause is not procedurally unconscionable.
Next, the clause at issue is not so grossly one-sided as to be substantively unconscionable. The Hintons’ arguments here all essentially assert that the contract is unconscionable because of the manner in which Credit Acceptance can enforce it. This argument, however, is belied by the reality that the Hintons could also have chosen to enforce the arbitration agreement. The arbitration clause specifically provides that " [e]ither You or We may require any Dispute to be arbitrated ..." Under Connecticut law, " [u]nconscionability generally requires a demonstration of an absence of meaningful choice on the part of one of the parties together with contract terms which are unreasonably favorable to the other party." (Internal quotations omitted.) Emlee Equipment Leasing Corp. v. Waterbury Transmission, Inc., 31 Conn.App. 455, 464, 626 A.2d 307 (1993). That the Hintons could have opted out of arbitration, and could even have enforced it of their own accord weighs against a finding of unconscionability. Although this contract is undisputedly between parties of unequal bargaining power, and even assuming that it is a contract of adhesion, these factors alone have been held by persuasive authority to not make an arbitration agreement, ipso facto, unconscionable. See Horrocks v. Keepers, Inc., Superior Court, judicial district of New Haven, Docket No. CV-15-6054684-S (January 4, 2016, Wilson, J.) (61 Conn.L.Rptr. 559) (" [a]n adhesion contract with unequal bargaining power, by itself, is not sufficient to make an arbitration agreement unconscionable"). See also Beaulieu v. United Parcel Service, Superior Court, Judicial District of New Haven, Docket No. CV-15-5036003-S (June 14, 2016, Wilson, J.).
Under these circumstances, the court cannot conclude that entering into this arbitration agreement would be a decision that " no man in his senses, not under delusion would make, on the one hand, and which no fair and honest man would accept on the other." Smith v. Mitsubishi Motors Credit of America, supra, 247 Conn. 349. Accordingly, the arbitration agreement is enforceable. The court now moves on to the issue of whether this dispute falls within the scope of the arbitration clause.
B. Scope of the Arbitration Clause
" According to the federal policy favoring arbitration, arbitration agreements should be construed as broadly as possible ... Any doubt concerning the scope of arbitrable issues is to be resolved in favor of arbitration." (Citation omitted.) Hottle v. BDO Seidman, LLP, 74 Conn.App. 271, 277, 811 A.2d 745, 750 (2002) aff’d, 268 Conn. 694, 846 A.2d 862 (2004). " [T]he existence of a broad agreement to arbitrate creates a presumption of arbitrability which is only overcome if it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute. " (Emphasis in original; internal quotation marks omitted.) Id., 277-78, quoting, Oldroyd v. Elmira Savings Bank, FSB, 134 F.3d 72, 76 (2d Cir. 1998). See Fink v Golenbock, 238 Conn. 183, 195, 680 A.2d 1243 (1996) (positive assurance test applies in Connecticut). See also State v. Phillip Morris, Inc., supra, 279 Conn. 797, n.10. So-called " broad" arbitration clauses commonly use the words " arising out of" or " relating to." See Collins & Airman Products, Co. v. Building Systems, 58 F.3d 16, 20 (2d Cir. 1995).
Generally, arbitration is mandated as long as the claim " implicates issues of contract construction or the parties’ rights and obligations under it." Id., 23. Furthermore, " [i]f the allegations underlying the claims ‘touch matters’ covered by the parties’ ... agreements, then those claims must be arbitrated, whatever the legal labels attached to them." Genesco, Inc. v. T . Kakiuchi & Co., 815 F.2d 840, 846 (2d Cir. 1987). Accordingly, statutory claims are arbitrable so long as they " touch matters" covered by the original contract. See JLM Industries, Inc. v. Stolt -Nielson SA, 387 F.3d 163, 173 (2d Cir. 2004) (holding that price-fixing agreement alleged to violate Sherman Act was arbitrable as it arose from contract and fell within collateral matters that should be submitted to arbitration). See also Fink v. Golenbock, supra, 238 Conn. 196-97 n.10 (CUTPA claims may properly be sent to arbitration).
In the present case, the disputes at issue fall within the purview of the arbitration provision. The arbitration clause provides that " [a] ‘Dispute’ is any controversy or claim between You [the Hintons] and Us [Credit Acceptance] arising out of or in any way related to this Contract ..." (Emphasis added.). This is unquestionably a broad arbitration clause and, as such, there is a presumption that any claims relating to it are arbitrable. See Collins & Airman Products, Correction v. Building Systems, supra, 58 F.3d 20. Applying the aforementioned principles, the Hintons’ allegations pursuant to RIFSA, CUTPA, CCPA and the UCC, all " touch matters, " or implicate the rights and obligations of the parties under the contract; specifically, the Hintons’ claims all relate to the security interest in the vehicle upon debtor default. Without the contract the repossession on which these statutory claims are based would not have occurred. Consequently, the Hintons’ claims are all collateral matters that implicate rights under the contract, and, thus, must be sent to arbitration. Numerous courts, both Federal and State, have compelled arbitration on similar claims. See, e.g., Shah v. Santander Consumer USA, Inc., United States District Court, Docket No. 3:11CV00096 (JBA) (D.Conn. November 16, 2011) (holding that statutory claims brought pursuant to, inter alia, RIFSA, CUTPA and UCC, for allegedly deficient notices after vehicle repossession fell within arbitration clause of consumer sales agreement); Peters v. Pillsbury Winthrop Shaw Pitman, LLP, Superior Court, judicial district of Stamford-Norwalk, Docket No. CV-11-6009039-S (October 17, 2011, Adams, J.T.R.) (CUTPA claim brought pursuant to breach of contract claim after severance agreement when attorney left firm was subject to arbitration). In light of the foregoing, it cannot be said with " positive assurance" that the claims here are not subject to arbitration; as such, the claims at issue fall within the scope of the arbitration clause.
The Hintons argue, however, that the claims at issue fall within the exclusionary provision of the arbitration clause, or alternatively that the exclusionary provision is ambiguous. These arguments are unpersuasive. The exclusionary provision of the arbitration clause provides in relevant part: " ‘Dispute’ does not include any repossession of the vehicle upon Your default and any exercise of the power of sale of the Vehicle under this Contact or any individual action by You to prevent Us from using any such remedy, so long as such individual action does not involve a request for monetary relief of any kind. " (Emphasis added.). The Hintons are, presumably, relying upon the language excluding the repossession of the vehicle as well as the exercise of sale from an arbitrable dispute. The plain language of the provision, however, specifically provides that individual actions that seek money damages do not fall under the exclusion. The Hintons specifically seek monetary relief in their counterclaim. See Docket No. # 105. As to whether the provision is ambiguous, the Hintons have not advanced a basis as to how or why the language is ambiguous, either in words or effect. " The court will not torture words to impart ambiguity where ordinary meaning leaves no room for ambiguity ... Moreover, the mere fact that the parties advance different interpretations of the language in question does not necessitate a conclusion that the language is ambiguous." (Internal quotation marks omitted.) Cruz v. Visual Perceptions, LLC, supra, 311 Conn. 102-03. " [A]ny ambiguity in a contract must emanate from the language used by the parties." (Internal quotation marks omitted.) Id., 103. The language of the provision here is unambiguous, and, as noted supra, the Hinton’s claims plainly fall within the scope of this arbitration agreement.
For the foregoing reasons, that the court should grant Credit Acceptance’s motion to stay proceedings and compel arbitration.