United States District Court, N.D. Texas, Dallas Division
MEMORANDUM OPINION AND ORDER
FISH Senior United States District Judge.
the court is the motion of the plaintiff Charging Bison, LLC
(“Charging Bison”) to stay the proceeding between
the parties currently pending before JAMS, an arbitration
service. See generally Plaintiff's Motion for
Stay of Pending JAMS Arbitration (“Motion”)
(docket entry 12).
February 25, 2013, Charging Bison and the defendant
Interstate Battery Franchising & Development, Inc.
(“Interstate Battery”) entered into a franchise
agreement for an Interstate All Battery Center franchise in
Cheyenne, Wyoming. Motion ¶ 1; see also
Interstate All Battery Center Franchise Agreement
(“Agreement”) (docket entry 13). Charging Bison
still operates this battery center, and the franchise
agreement is still in effect. Defendant's Response to
Plaintiff's Motion for Stay of Pending JAMS Arbitration
(“Response”) at 2 (docket entry 14). The
franchise agreement included, in pertinent part, the
following provisions. Paragraph 34:
Effectiveness and Governing Law. . . . This
Agreement and any claim or controversy arising out of, or
relating to, rights and obligations of the parties under this
Agreement, and any other claim or controversy between the
parties, shall be governed by, interpreted and construed
under, and determined pursuant to the laws of the State of
Texas, without regard to Texas conflict of laws principles.
Paragraph 35.A. (“¶ 35A”):
Claims Subject to Arbitration. During the term of
this Agreement, any claim or controversy between the parties
hereto arising out of or related to this Agreement, the
relationship between Franchisor and Franchisee, or
Franchisee's operation of the franchised business shall
be submitted to arbitration in accordance with Section 35.B.
below, unless excepted from mandatory arbitration by Section
35.C. . . .
Paragraph 35.B. (“¶ 35B”):
Rules Applicable in Arbitration. Any arbitration
between the parties shall be conducted pursuant to the then-
prevailing Comprehensive Arbitration Rules and Procedures of
. . . JAMS . . . .[*]
(2) . . . Section 34 above shall apply in the arbitration
proceeding; provided, however, that neither the
Texas Arbitration Act nor Texas rules of arbitration shall
apply in or to any arbitration proceeding governed by this
Paragraph 35.C. (1) (“¶ 35C”):
Claims Not Subject to Arbitration. The following
claims, disputes, and actions shall not be subject to
mandatory arbitration under Section 35.A. above . . . any
claim or dispute involving the propriety of any termination
of this Agreement . . . .
Agreement at 44-46.
Bison contends that it entered into the franchise agreement
after receipt and consideration of Interstate Battery's
Franchise Disclosure Document (“the FDD”), and
that it relied upon the FDD in its decision to proceed with
the purchase of the Interstate Battery franchise. Motion
¶ 2. Thereafter, “[a]fter several years of
operating the Franchise, Charging Bison discovered that the
FDD contained materially misleading statements, skewed
figures, and misrepresentations of the financial strength and
revenues of the then existing Interstate Battery
franchises.” Id. ¶ 3. A dispute then
arose between Charging Bison and Interstate Battery regarding
Charging Bison's right to terminate ...