Henry v. Vantage Credit Union

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MISSOURI

EASTERN DIVISION

TWANNA HENRY, individually and on )

behalf of all others similarly situated, )

)

Plaintiff(s), )

) Case No. 4:20-cv-01865-SRC

vs. )

)

VANTAGE CREDIT UNION, et al., )

)

Defendant(s). )

)

Memorandum and Order

Plaintiff Twanna Henry purports to have uncovered an agreement between a car

dealership, EH LLC d/b/a Honda of Frontenac, and an automobile financing company, Vantage

Credit Union, to secretly mark up interest rates. Henry filed a class action suit, but Vantage and

the members of its board of directors named as defendants claim she agreed with Honda of

Frontenac to individual arbitration of her claims and that Honda of Frontenac assigned its right to

arbitration to Vantage, and thus move to compel Henry to arbitration. In ruling on Defendants’

motion, the Court must resolve whether Henry agreed to arbitrate, focusing on whether Vantage

holds Honda of Frontenac’s right to compel arbitration.

I. Facts and background

On December 5, 2013, Henry purchased a Dodge Challenger from Honda of Frontenac.

Doc. 32 at p. 2. In completing the purchase, Henry executed a number of documents, including a

Retail Buyers Order, a Retail Installment Contract and Security Agreement, a Vehicle Service

Contract, and a GAP insurance enrollment. Id.; see also Doc. 25-1 at pp. 12-13, 16-19. Henry

executed these documents with a representative of Honda of Frontenac. Doc. 32 at p. 2.

The Buyers Order identifies Henry as the “Purchaser,” lists the purchase price, and states

that Henry “hereby agree[s] to purchase” the automobile from Honda of Frontenac “under the

terms and conditions specified[.]” Doc. 25-1 at p. 12. Henry signed the Buyers Order on

December 5, 2013. Id. The Buyers Order states in boldface, capital letters above the signature:

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION

WHICH MAY BE ENFORCED BY THE PARTIES.

Id. Henry signed the line immediately below this language. Id. Just below her signature is the

arbitration clause itself, titled “ARBITRATION,” in boldface, capital letters. Id. The clause

states:

MANDATORY ARBITRATION OF DISPUTES. ANY CLAIM,

CONTROVERSY OR DISPUTE OF ANY KIND BETWEEN THE CUSTOMER

AND THE COMPANY ARISING OUT OF OR RELATED TO THIS

AGREEMENT (WHETHER BASED ON CONTRACT, TORT, STATUTE,

FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL OR EQUITABLE

THEORY) SHALL BE RESOLVED BY FINAL AND BINDING

ARBITRATION, PURSUANT TO THE FOLLOWING TERMS.

a. The Federal Arbitration Act, not state law, shall govern the arbitration process

and the question of whether a claim is subject to arbitration. The customer,

however, retains the right to take any claim, controversy or dispute that qualifies

to small claims court rather than arbitration.

b. A single arbitrator engaged in the practice of law will conduct the arbitration.

The arbitration will be selected according to the rules of the American

Arbitration Association, or alternatively may be selected by agreement of the

parties, who shall cooperate in good faith to select the arbitrator. The arbitration

shall be conducted by and under the then-applicable rules of the American

Arbitration Association. Any required hearing fees and costs shall be paid by

the parties as required by the applicable rules, but the arbitrator shall have the

power to apportion such costs as the arbitrator deems appropriate.

c. The arbitrator’s decision and award will be final and binding, and judgment on

the award rendered by the arbitrator may be entered in any court with

jurisdiction.

d. No claim, controversy or dispute may be joined in an arbitration with a claim,

controversy or dispute of any other person, or resolved on a class-wide basis.

The arbitrator may not award damages that are barred by this Agreement, and

the Customer and Company both waive any claims for an award of damages

that is excluded under this Agreement.

Id. Henry again signed the Buyers Order just below the arbitration clause. Id.

Henry also executed the Retail Installment Contract and Security Agreement as part of

the December 5th purchase. Doc. 25-1 at pp. 18-19. The Retail Installment Contract and

Security Agreement does not contain an arbitration clause, but does contain agreed terms and

conditions regarding financing for the purchase of the vehicle. Id. Under the section titled

“Assignment,” the Retail Installment Contract and Security Agreement states that “[t]his

Contract and Security Agreement is assigned to VANTAGE CREDIT UNION, the Assignee”

under “the terms of the Assignment by Seller section on page 2.” Id. at p. 18. The “Assignment

by Seller” section states that Honda of Frontenac sells and assigns its rights in the contract to

Vantage, thereby giving Vantage “full power, either in its own name or in Seller’s name, to take

all legal or other actions which Seller could have taken under this Contract.” Id. at p. 19; see

also Doc. 32 at p. 3. The Retail Installment Contract and Security Agreement also includes a

“Definitions” section, which states “‘Contract’ refers to this Retail Installment Contract and

Security Agreement.” Id. Lastly, the Retail Installment Contract and Security Agreement

includes language, sometimes referred to as the “FTC Holder Rule,” see 16 C.F.R. § 433.2,

stating that “any holder of this consumer credit contract is subject to all claims and defenses

which the debtor could assert against the seller of goods or services obtains pursuant hereto or

with the proceeds hereof.” Doc. 25-1 at p. 19; see also Doc. 32 at p. 10.

In December 2020, Henry filed a class action complaint against EH, LLC d/b/a Honda of

Frontenac, Vantage Credit Union, and individuals on Vantage’s board of directors—Eric Acree,

Jerry Eichholz, Dan Dolan, Mark Rudolph, Barbara Evans-Cunningham, Daniel Isom, Toni

Martin and William Solomon. Doc. 1. at ¶¶ 17-26. Henry alleges that Vantage and Honda of

Frontenac entered into an agreement that allowed the dealership to mark up the interest rate on

the car loan Vantage offered to Henry, “resulting in [Henry] paying more over the life of the loan

than she would have had she been told the actual rate at which Vantage was willing to offer

financing.” Doc. 32 at p. 1-2; see also Doc. 1. Henry asserted a claim for violation of the

Missouri Merchandising Practices Act, Mo. Ann. Stat. § 407.020, against all Defendants, and

claims for negligence and unjust enrichment against Vantage and the named members of its

board of directors. Doc. 32 at p. 1; see also Doc. 1. Honda of Frontenac has been dismissed

from this matter. Doc. 31.

Vantage and the individual defendants serving on Vantage’s board of directors filed a

motion to compel individual arbitration of Henry’s claims. Doc. 25. With Henry having filed

her opposition to the motion, Doc. 32, and Defendants filing a reply, Doc. 33, the motion is now

ripe for review.

II. Standard

“Arbitration agreements are governed by the Federal Arbitration Act (“FAA”).”

Hoffman v. Cargill Inc., 236 F.3d 458, 461 (8th Cir. 2001). The FAA mandates broad

enforcement of arbitration provisions:

A written provision in . . . a contract evidencing a transaction involving commerce

to settle by arbitration a controversy thereafter arising out of such contract or

transaction . . . or an agreement in writing to submit to arbitration an existing

controversy arising out of such a contract, transaction, or refusal, 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.

A party aggrieved by the alleged failure, neglect, or refusal of another to arbitrate

under a written agreement for arbitration may petition any United States district

court which, save for such agreement, would have jurisdiction under title 28, in a

civil action or in admiralty of the subject matter of a suit arising out of the

controversy between the parties, for an order directing that such arbitration proceed

in the manner provided for in such agreement.

9 U.S.C. § 4.

The FAA establishes a “liberal federal policy favoring arbitration.” AT&T Mobility LLC

v. Concepcion, 563 U.S. 333, 339 (2011). Accordingly, “courts must place arbitration

agreements on an equal footing with other contracts” and enforce them according to their terms.

Id. However, “[a] matter should not be sent to arbitration unless there is a valid agreement to

arbitrate and the underlying dispute falls within the scope of that agreement.” Northport Health

Servs. of Ark., LLC v. Posey, 930 F.3d 1027, 1030 (8th Cir. 2019) (quoting Telectronics Pacing

Sys., Inc. v. Guidant Corp., 143 F.3d 428, 433 (8th Cir. 1998)). “While ‘any doubts concerning

the scope of arbitrable issues should be resolved in favor of arbitration[,] . . . a party who has not

agreed to arbitrate a dispute cannot be forced to do so.’” Id. (quoting Lyster v. Ryan's Family

Steak Houses, Inc., 239 F.3d 943, 945 (8th Cir. 2001)).

Before compelling arbitration, a district court must determine: “(1) whether there is a

valid arbitration agreement exists, and (2) whether the particular dispute falls within the terms of

that agreement.” Robinson v. EOR-ARK, LLC, 841 F.3d 781, 783–84 (8th Cir. 2016) (quoting

Faber v. Menard, Inc., 367 F.3d at 1048, 1052 (8th Cir. 2004)). The Court, rather than the

arbitrator, decides the question of arbitrability unless the parties “clear[ly] and unmistakabl[y]”

delegated that issue to the arbitrator. First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 944

(1995) (citations omitted). Because “arbitration is a matter of contract,” state-law contract

principles govern the validity of an arbitration agreement; an arbitration agreement may be

“invalidated by generally applicable contract defenses.” Torres v. Simpatico, Inc., 781 F.3d 963,

968 (8th Cir. 2015) (citations omitted). “If a valid and enforceable arbitration agreement exists

under state-law contract principles, any dispute that falls within the scope of that agreement must

be submitted to arbitration.” Id. (citing Faber, 367 F.3d at 1052).

The Eighth Circuit has instructed that a motion to compel arbitration should be “analyzed

under a standard akin to [a motion for] summary judgment.” Neb. Mach. Co. v. Cargotec Sols.,

LLC, 762 F.3d 737, 741 (8th Cir. 2014). Accordingly, the Court must view the evidence in the

light most favorable to the non-moving party, resolving all factual disputes in their favor. Id. at

743. The Court may not compel arbitration where there remains any genuine issue of material

fact as to whether a valid arbitration agreement exists. Id.

III. Discussion

A. Motion to compel arbitration

Defendants move to compel Henry’s claims to individual arbitration. Doc. 25. The

Court first addresses whether a valid arbitration exists between Henry and Vantage, before then

addressing whether the parties have delegated threshold questions of arbitrability to the

arbitrator.

1. Valid arbitration agreement

The parties agree that Henry entered into a valid arbitration agreement with Honda of

Frontenac. Doc. 32 at pp. 2-6; Doc. 33 at p. 1. The parties also agree that Honda of Frontenac

assigned the Retail Installment Contract and Security Agreement to Vantage. Id. However,

Henry argues that no arbitration agreement exists between her and Vantage. Doc. 32 at pp. 4-5.

Henry contends that only the Retail Buyers Order contains an arbitration agreement and that

contract is between Henry and the dealership, not Vantage. Id. at p. 4. Henry further notes that

Honda of Frontenac assigned only the Retail Installment Contract and Security Agreement to

Vantage, an agreement that does not contain an arbitration provision. Id. at pp. 3, 4-5. Thus,

Henry argues that because the dealership never assigned the contract containing the arbitration

agreement to Vantage, Vantage lacks Honda of Frontenac’s right to compel Henry to arbitration.

Id. at 4-6.

As stated above, state law governs the validity of an arbitration agreement and Henry’s

argument has been explicitly rejected in Missouri. See Boulds v. Chase Auto Finance Corp., 266

S.W.3d 847 (Mo. Ct. App. 2008). In Boulds, the plaintiff purchased an automobile and signed a

contract with the dealership. Id. at 849. The contract included a Retail Buyer’s Order, an

Arbitration Addendum to the Retail Buyer’s Order, and a Retail Installment Contract. Id. The

Retail Installment Contract included a section at the bottom labeled “Assignment.” Id. The

plaintiff filled out this section of the Retail Installment Contract, assigning it to an automobile

financing corporation. Id. The Retail Installment Contract also included the FTC holder rule,

stating “[a]ny holder of this consumer credit contract is subject to all claims and defenses which

the debtor could assert against the seller of goods or services obtained pursuant hereto or with the

proceeds hereof . . . .” Id. (citing 16 C.F.R. § 433.2).

On appeal, the plaintiff noted that the dealership’s assignment to the automobile

financing corporation appeared only in the Retail Installment Contract. Thus, she “argue[d] that

this means she has no arbitration agreement with [the automobile financing corporation] because

the Retail Installment Contract was a separate document and only that document was assigned to

the auto financing corporation.” Id. at 851.

The court rejected this argument. It acknowledged that “nothing in the Retail Installment

Contract mention[ed] arbitration[,] but explained that even in absence of explicit incorporation,

instruments executed at the same time, by the same contracting parties, for the same purpose, and

in the course of the same transaction will be considered and construed together.” Id. (citing

Jennings v. Todd, 118 Mo. 296, 24 S.W. 148, 150 (1893); Keeley v. Indem. Co. of Am., 222

Mo.App. 439, 7 S.W.2d 434, 437 (1928)). The plaintiff signed all three documents together and

the arbitration agreement stated that it was “part of your contract with the dealer.” Id. Thus, the

plaintiff’s overall contract included all three documents and when the dealership assigned its

interest to the automobile financing corporation, the corporation “assumed the contract as [the

dealership] had it—including the contract’s arbitration agreement.” Id.

The Court also explained that “the FTC holder rule included in the Retail Installment

Contract puts the holder in the shoes of the seller.” Id. at 852 (citation omitted). Under the FTC

holder rule, the liability of the automobile financing corporation was “subject to the same

limitations as [the dealership].” Id. Thus, just as the plaintiff must have arbitrated the dispute

with the dealership, it likewise needed to arbitrate the dispute with the automobile financing

corporation. Id. After finding that the plaintiff’s claim did not fall under any exceptions listed in

the arbitration agreement, it concluded that the plaintiff was “left to seek recourse through

arbitration.” Id.

The Missouri Supreme Court later reaffirmed that documents signed together as part of a

single purchase and financing transaction must be treated as one agreement, even when one of

the documents contains a merger clause and does not reference the document containing the

arbitration agreement. See Johnson ex rel. Johnson v. JF Enterprises, LLC, 400 S.W.3d 763,

764, 766–69 (Mo. banc 2013). The court ultimately reversed the denial of the dealership’s

motion to compel arbitration of the buyer’s claims because the parties executed the arbitration

agreement “as part of a single sales transaction” along with a sale agreement and an installment

contract. Id.

Like the plaintiff in Bounds, Henry signed the Retail Buyers Order (containing the

arbitration provision) and the Retail Installment Contract and Security Agreement (containing

the assignment provision) on the same day. Henry’s overall contract therefore included, among

other documents, both the Retail Buyers Order and the Retail Installment Contract and Security

Agreement. Boulds, 266 S.W.3d at 851. When Honda of Frontenac assigned the Retail

Installment Contract and Security Agreement to Vantage, Vantage “assumed the contract as

[Honda of Frontenac] had it—including the contract’s arbitration agreement.” Id. Moreover,

due to the inclusion of the FTC holder rule, Vantage stepped into the shoes of Honda of

Frontenac and thus, just as Henry must have arbitrated the dispute with the dealership, she

likewise must arbitrate the dispute with Vantage. Id.

Henry attempts to distinguish Boulds by arguing that the court “erred by failing to

consider the language of the assignment clause itself,” correctly noting that “[n]owhere in Boulds

is the language of the assignment clause quoted[.]” Doc. 32 at p. 9. Henry claims that, in

contrast to Boulds, the precise language of the Retail Installment Contract and Security

Agreement limits its scope. The assignment clause at issue states that Honda of Frontenac gave

Vantage “full power, either in its own name or in Seller’s name, to take all legal or other actions

which Seller could have taken under this Contract.” Doc. 32 at p. 5 (emphasis in original)

(quoting Doc. 25 at p. 19.). The Retail Installment Contract and Security Agreement also

includes a “Definitions” section, which states “‘Contract’ refers to this Retail Installment

Contract and Security Agreement.” Doc. 25-1 at p. 19. Based on this language from Retail

Installment Contract and Security Agreement, Henry argues that Honda of Frontenac assigned

only that contract to Vantage, and thus did not assign rights the dealership possessed under other,

related contracts. See Doc. 32 at pp. 6, 10.

The Court finds that Henry takes an overly narrow view of Boulds. In Boulds, the Court

concluded that under the contract as a whole, including all documents signed at the time of

purchase, the dealership and the buyer “intended the arbitration agreement to cover all disputes

save the exceptions listed in the [arbitration] agreement itself.” 266 S.W.3d at 851. In other

words, the plaintiff “knew when she signed these documents that if a problem with [the

dealership] ever arose, an arbitrator would resolve it.” Id. Thus, even though the dealership

assigned only the Retail Installment Contract to the automobile financing group, the court still

concluded the dealership also assigned the arbitration agreement to the dealership. Id.

Therefore, as in Boulds, even though Honda of Frontenac assigned only the Retail

Installment Contract and Security Agreement to Vantage, it also assigned the arbitration

agreement to Vantage. Stated differently, Vantage assumed the Retail Installment Contract and

Security Agreement as Honda of Frontenac had it, meaning that Vantage could compel Henry to

arbitration just as the dealership could. Accordingly, the Court concludes that a valid arbitration

agreement exists between Henry and Vantage.

2. Delegation of arbitrability

The Court next considers whether Henry’s claims fall within the scope of the arbitration.

However, Vantage argues that this Court may not consider “whether [Henry’s] claims fall within

the scope of the arbitration clause and whether the director defendants may enforce that clause,”

because those questions “are delegated to the arbitrator.” Doc. 26 at p. 10. Henry claims that

she “challenge[s] the delegation clause” because “no agreement to arbitrate—or delegate—was

ever formed between [Henry] and Vantage.” Doc. 32 at p. 12.

Before referring a dispute to an arbitrator, the court determines whether a valid arbitration

agreement exists. 9 U.S.C. § 2. “But if a valid agreement exists, and if the agreement delegates

the arbitrability issue to an arbitrator, a court may not decide the arbitrability issue.” Henry

Schein, Inc. v. Archer & White Sales, Inc., 139 S. Ct. 524, 530 (2019). Here, as discussed above,

a valid arbitration agreement exists between Henry and Vantage. The Court therefore rejects

Henry’s argument with respect to delegation, as it boils down to nothing more than arguing that

one cannot agree to delegate the arbitrability of claims without first entering into an arbitration

agreement. Accordingly, the Court next addresses whether the parties delegated the arbitrability

question to the arbitrator.

In Henry Schein, Inc. v. Archer & White Sales, Inc., the Supreme Court recently

addressed the issue of delegating the arbitrability question to an arbitrator. 139 S. Ct. 524

(2019). The Supreme Court stated, “we have held that parties may agree to have an arbitrator

decide not only the merits of a particular dispute but also ‘gateway’ questions of ‘arbitrability’

such as whether the parties have agreed to arbitrate or whether their agreement covers a

particular controversy.” Id. at 529 (quoting Rent-A-Center, West, Inc. v. Jackson, 561 U.S. 63,

68–69 (2010)). “An ‘agreement to arbitrate a gateway issue is simply an additional, antecedent

agreement the party seeking arbitration asks the federal court to enforce . . . .’” Id. (quoting

Rent-A-Center, 561 U.S. at 70). Thus, when the parties “contract[ually] delegate[] the

arbitrability question to an arbitrator, a court may not override the contract. In those

circumstances, a court possesses no power to decide the arbitrability issue.” Id.

The arbitration clause at issue states that “[t]he arbitration shall be conducted by, and

under the then-applicable rules of, the American Arbitration Association.” Doc. 25-1 at p. 12.

AAA Commercial Arbitration Rule 7(a) provides, states:

The arbitrator shall have the power to rule on his or her own jurisdiction, including any

objections with respect to the existence, scope, or validity of the arbitration agreement.

Id. at ¶ 20. “By incorporating the AAA Rules, the parties agreed to allow the arbitrator to

determine threshold questions of arbitrability.” Green v. SuperShuttle Int'l, Inc., 653 F.3d 766,

769 (8th Cir. 2011); see also Fallo v. High Tech-Inst., 559 F.3d 874, 878 (8th Cir. 2009) (“[W]e

conclude that the arbitration provision’s incorporation of the AAA Rules . . . constitutes a clear

and unmistakable expression of the parties’ intent to leave the question of arbitrability to an

arbitrator.” (citation omitted)).

The arbitration agreement’s explicit reference to the AAA rules requires the Court to

refer all jurisdictional and arbitrability disputes to the arbitrator. This includes the question of

whether this agreement governs Henry’s claims. Thus, the Court does not have the power to

determine whether this contract and arbitration clause can govern Henry’s claims; the arbitrator

must do so.

The Court next addresses whether the individual defendants serving on Vantage’s board

of directors may enforce the arbitration agreement between Henry and Vantage. In her

opposition, Henry does not contest that “the claims against Vantage and Vantage’s board of

directors should remain in the same forum (either in arbitration or not) . . . .” Doc. 32 at p. 13

n.4. Additionally, even though the directors constitute non-signatories, “whether a particular

arbitration provision may be used to compel arbitration between a signatory and a nonsignatory

is a threshold question of arbitrability.” Eckert/Wordell Architects, Inc. v. FJM Properties of

Willmar, LLC, 756 F.3d 1098 (8th Cir. 2014) (citing Howsam v. Dean Witter Reynolds, Inc., 537

U.S. 79, 84–85 (2002)). Eckert further found that the incorporation of the AAA rules delegated

the question of whether the non-signatory could enforce the arbitration agreement. Id.

Therefore, the Court may not rule on whether the individual defendants can enforce the

arbitration agreement and leaves this question to the arbitrator.

In sum, the parties delegated the questions of whether Henry’s claims fall within the

scope of the arbitration clause and whether the director defendants may enforce that clause to the

arbitrator and thus the Court may not decide these questions.

3. Individual or class-wide arbitration

The Court must compel arbitration because a valid arbitration agreement exists between

Henry and Vantage and the parties delegated the questions of whether the claims fall within the

scope the agreement and whether the director defendants may enforce that clause to the

arbitrator. Torres, 781 F.3d at 968. Defendants argue that the parties must be compelled to

individual, not class-wide arbitration, Doc. 26 at pp. 14-15, and Henry offered no response on

this specific issue.

As explained in a recent Eighth Circuit opinion, “a party may not be compelled under the

FAA to submit to class arbitration unless there is a contractual basis for concluding that the party

agreed to do so.” Catamaran Corp. v. Towncrest Pharmacy, 946 F.3d 1020, 1022–23 (8th Cir.

2020) (quoting Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662, 682 (2010))

(emphasis in original); see also Lamps Plus, Inc. v. Varela, 139 S. Ct. 1407, 1417 (2019)

(“Neither silence nor ambiguity provides a sufficient basis for concluding that parties to an

arbitration agreement agreed to undermine the central benefits of arbitration itself.”). Here, the

arbitration clause expressly states “[n]o claim, controversy or dispute may be joined in an

arbitration with a claim, controversy or dispute of any other person, or resolved on a class-wide

basis.” Doc. 25 at p. 12. Accordingly, the Court compels Henry, Vantage, and the director-

defendants to arbitration on an individual, not class-wide, basis.

B. Stay of proceedings

“The [Federal Arbitration Act] generally requires a federal district court to stay an action

pending an arbitration, rather than to dismiss it.” Green, 653 F.3d at 769 (citing 9 U.S.C. § 3)

(stating the district court “shall . . . stay the trial of the action until such arbitration has been had

in accordance with the terms of the agreement”). In Green, however, the Court recognized that

district courts sometimes rely upon “‘a judicially-created exception to the general rule which

indicates district courts may, in their discretion, dismiss an action rather than stay it where it is

clear the entire controversy between the parties will be resolved by arbitration.” Jd. at 669-70.

Here, the entire controversy may not be decided by arbitration because the arbitrator may decide

that the contract and arbitration clause do not apply to the dispute or that the director defendants

may not enforce the arbitration agreement. If that happens, and the Court expresses no opinion

on whether it will, Henry may be prejudiced by a dismissal because the statute of limitations may

run in the meantime. /d. at 770. Thus, the Court stays the action pending arbitration, rather than

dismissing it.

IV. Conclusion

Accordingly, the Court grants Defendants’ [25] motion to compel individual arbitration

of Henry’s claims. The Court stays the matter pending arbitration between Henry and

Defendants. Henry and Defendants must provide a joint status report regarding the progress of

arbitration proceedings no later than July 30, 2021, and must also submit a notice updating the

Court no later than 10 days following the conclusion of arbitration proceedings.

The Court directs the Clerk of Court to administratively close this mater. The parties

must continue to comply with all orders of the Court, provide status updates to the Court, and

notify the Court of any development that may affect the stay of this matter.

So Ordered this 28th day of May 2021.

iaedts SMe

STEPHENR.CLARK

UNITED STATES DISTRICT JUDGE

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