Opinion
No. 05-10-01263-CV
01-25-2012
FAZELI IMPORTS, LTD. D/B/A FAZELI MITSUBISHI; AND FAZELI MANAGEMENT, LLC, Appellants v. VERONICA DAVIS, Appellee
AFFIRMED; Opinion filed January 25, 2012.
On Appeal from the 134th Judicial District Court
Dallas County, Texas
Trial Court Cause No. 09-12900-G
MEMORANDUM OPINION
Before Justices Moseley, Richter, and Lang-Miers
Opinion By Justice Moseley
The trial court denied Fazeli Imports, Ltd. d/b/a Fazeli Mitsubishi and Fazeli Management, LLC's (collectively, "Fazeli") application to compel arbitration and stay the proceedings in its lawsuit with Veronica Davis. Bringing one point of error, Fazeli asserts the trial court erred when it refused to compel arbitration and stay the proceedings because: (1) Davis agreed to arbitrate; (2) Davis's claims fall within the scope of her agreement to arbitrate; and (3) the arbitration agreements did not merge into the Retail Installment Contract. The background of the case is well known to the parties; thus, we do not recite the facts and procedural history here in detail. Because the only issue on appeal is settled in law, we issue this memorandum opinion. Tex. R. App. P. 47.2(a), 47.4. We overrule Fazeli's sole point of error and affirm the trial court's order.
The party seeking to compel arbitration bears the burden to prove the parties clearly agreed to arbitrate their claims. The party opposing arbitration only has to raise an affirmative defense after the movant has met its burden. See J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 227 (Tex. 2003). No presumption in favor of arbitration arises until after the movant shows the existence of a valid arbitration agreement. See id. The trial court's determination whether a valid arbitration agreement exists is a question of law subject to de novo review. See id.
The parties agree Davis signed two documents when she purchased a vehicle from Fazeli: a Buyer's Order and a Motor Vehicle Retail Installment Sales Contract ("Retail Installment Contract" or "RIC"). Fazeli also claims Davis signed a third document, the Disclosure Agreement, as part of the transaction. Fazeli seeks to enforce the identical arbitration provisions in the Buyer's Order and the Disclosure Agreement. However, the RIC, which does not include an arbitration provision, does include an integration clause stating "[t]his contract contains the entire agreement between you and us relating to the sale and financing of the vehicle. If any part of this contract is not valid, all other parts stay valid." (Emphasis added.)
A previous section of the Retail Installment Contract defined "you" to mean Buyer (or Davis) and "us" to mean Seller (or Fazeli).
Fazeli's arguments that the Buyer's Order and the Disclosure Agreement also govern the sale or financing of the vehicle sold to Davis fail because of the express terms of the RIC. The integration provision states that the RIC is the parties' "entire agreement" for both the "sale and financing" of the car Davis bought; the RIC makes no reference to the parties engaging in arbitration to resolve any disputes or to incorporating any provision from the Buyer's Order or the Disclosure Agreement. Applying the clear language of the integration provision, we conclude the arbitration provisions in the Buyer's Order and the Disclosure Agreement do not compel Davis to arbitrate her complaints and Fazeli has not satisfied its burden.
Neither Davis nor Fazeli claims the lawsuit does not "relat[e] to the sale and financing of the vehicle."]
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Because these parties are not bound by a valid arbitration agreement, we affirm the trial court's order denying Fazeli's Amended Application to Compel Arbitration and Verified Motion to Abate Proceeding Pending Arbitration.
JIM MOSELEY
JUSTICE
101263F.P05