BARBARA COLEMAN, PLAINTIFF-APPELLEE,
v.
PRUDENTIAL BACHE SECURITIES, INC., JAMES P. MCCORMICK, DEFENDANTS-APPELLANTS; BARBARA COLEMAN, PLAINTIFF-APPELLANT, V. PRUDENTIAL BACHE SECURITIES, INC., AND JAMES P. MCCORMICK, DEFENDANTS-APPELLEES
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The court held that federal securities fraud claims are not subject to arbitration, but state law claims and issues of fraud in the inducement of the arbitration clause itself are arbitrable.
Plaintiff sued her securities broker and executive for fraud. The defendants sought to compel arbitration of all claims. The district court denied arb…
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PER CURIAM:
The plaintiff, Barbara Coleman, brought suit against Prudential-Bache Securities, Inc. (Prudential-Bache), and one of its account executives, James P. McCormick (McCormick). Coleman alleged federal and state securities fraud claims arising out of the handling of her securities accounts by the defendants. Prudential-Bache and McCormick have appealed the district court’s decision denying its motion to compel arbitration of Coleman’s claim under Section 10(b) of the Securities and Exchange Act of 1934, 15 U.S.C.A. § 78j(b). Coleman has filed a cross-appeal, arguing that the district court erred in referring to arbitration her state law claims and denying her motion for a jury trial on the issue of whether the arbitration provisions were procured by fraud. We affirm the district court’s decision on all claims.
The district court’s decision denying the motion to compel arbitration of the section 10(b) securities claims is due to be affirmed under this Court’s recent en banc decision. Wolfe v. E.F. Hutton & Co., 800 F. 2d 1032 (11th Cir.1986).
As to the state law fraud claims, the district court properly held as a matter of law that arbitration agreements between two parties with respect to state law claims are enforceable. Dean Witter, Reynolds, Inc. v. Byrd, 470 U.S. 213, 105 S.Ct. 1238, 84 L.Ed.2d 158 (1985). Coleman claims that the arbitration agreement here should not be enforced, however, because she was fraudulently induced to sign the Customer’s Agreement and an Option Agreement. She argues that she signed the instruments without understanding the importance of the arbitration agreements contained therein, and that the agreements are contained in contracts of adhesion. Her consent to arbitration, she contends, was invalid.
The district court reviewed Coleman’s affidavit and accompanying memorandum of law, and denied her motion for a jury trial on the issue of the validity of the arbitration agreement. A review of these materials supports the district court’s decision that there was no genuine issue of fact regarding the execution of the arbitration agreement. There is no evidence to support the claim that the arbitration clause itself, standing apart from the whole agreement, was induced by fraud. Thus, the district court’s decision is in accordance with the leading case, Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 87 S.Ct. 1801, 18 L.Ed.2d 1270 (1967).
[I]f the claim is fraud in the inducement of the arbitration clause itself — an issue which goes to the “making” of the agreement to arbitrate — the federal court may proceed to adjudicate it. [footnote omitted] But the statutory language does not permit the federal court to consider claims of fraud in the inducement of the contract generally.
Id. at 403-04, 87 S.Ct. at 1805-06. Claims alleging unconscionability, coercion, or confusion in signing the agreement generally should be determined by an arbitrator because those issues go to the formation of the entire contract rather than to the issue of misrepresentation in the signing of the arbitration agreement. Merrill Lynch, Pierce, Fenner, & Smith v. Haydu, 637 F. 2d 391, 398 (5th Cir. Unit B 1981)1; Brener v. Becker Paribas, Inc., 628 F.Supp. 442, 446 (S.D.N.Y.1985).
Finally, Coleman asserts that the arbitration agreements should not be enforced because the customer consents are adhesion contracts and are therefore invalid. There is no evidence that the agreements were adhesion contracts. First, there is nothing inherently unfair or oppressive about arbitration clauses. See Surman v. Merrill Lynch, Pierce, Fenner & Smith, 733 F. 2d 59, 61 n. 1 (8th Cir. 1984); Brener, 628 F.Supp. at 446 n. 3. Second, absent a showing of fraud or mental incompetence, a person who signs a contract cannot avoid her obligations under it by showing that she did not read what she signed. Comprehensive Accounting Corp. v. Rudell, 760 F. 2d 138, 140 (7th Cir.1985); Donovan v. Mercer, 747 F. 2d 304, 308 n. 4 (5th Cir.1984). Because Coleman has not produced sufficient evidence showing unfairness or unconscionability, the district court properly ruled that the customer consents were not the product of adhesion contracts.
AFFIRMED.
. Bonner v. City of Prichard, 661 F. 2d 1206 (11th Cir.1981) (en banc), this court adopted as binding precedent all of the decisions of the former Fifth Circuit handed down prior to the close of business on September 30, 1981. Id. at 1209.
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Manning v. Interfuture Trading, Inc., 578 So. 2d 842 (Fla. 4th DCA 1991)….R. 180 1-180.5. The rule is well established that a party’s mere failure to read a contract and thus to know and understand its terms and implications is not grounds for rescission or revocation. See, e.g., Coleman v. Prudential Bache Secs., Inc., 802 F. 2d 1350, 1352 (11th Cir.1986). Proof that one party prevented the other party from reading a contract is a sufficient defense, but the mere failure to read is not. Allied Van Lines, Inc. v. Bratton, 351 So. 2d 344 (Fla.1977). Based upon the record before u…
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Genesco, Inc. v. T. Kakiuchi & Co., 815 F.2d 840 (2d Cir. 1987)…1979). Under general contract principles a party is bound by the provisions of a contract that he signs, unless he can show special circumstances that would relieve him of such an obligation. See Coleman v. [*846] Prudential Bache Securities, Inc., 802 F. 2d 1350, 1352 (11th Cir.1986) (per cu-riam); N & D Fashions, Inc. v. DHJ Industries, Inc., 548 F. 2d 722, 727 (8th Cir. 1976). Here, the district court found that Genesco was an experienced textile concern with economic power equal to that of Kaki-uchi-Ja…
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Sims v. Clarendon Nat'l Ins., 336 F. Supp. 2d 1311 (S.D. Fla. 2004)…use generally should be determined by the arbitrator as those issues go to formation of the entire contract rather than to the issue of misrepresentation in the signing of an arbitration agreement. Coleman v. Prudential Bache Securities, Inc., 802 F.2d 1350 (11th Cir.1986). In contrast, where a party challenges the initial formation or existence of a contract which includes an arbitration clause, the issue should be decided by the court. Rainbow Investments, 973 F.Supp. at 1390. Any claim of…1 / 3
Previewing 3 of 12 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Bonner v. City OF Prichard, 661 F.2d 1206 (11th Cir. 1981)
- Prima Paint Corp. v. Flood & Conklin MFG. Co., 388 U.S. 395 (U.S. 1967)
- Dean Witter Reynolds Inc. v. Byrd, 470 U.S. 213 (U.S. 1985)
- In re the Arb. between Merrill Lynch v. Haydu, 637 F.2d 391 (5th Cir. 1981)
- Surman v. Merrill Lynch, 733 F.2d 59 (8th Cir. 1984)
- Wolfe v. E. F. Hutton & Co., Inc., 800 F.2d 1032 (11th Cir. 1986)
- Donovan v. Mercer, 747 F.2d 304 (5th Cir. 1984)
- Comprehensive Acct. Corp. v. Rudell, 760 F.2d 138 (7th Cir. 1985)