United States District Court, W.D. Texas, El Paso Division
INTERNATIONAL CORRUGATED AND PACKING SUPPLIES, INC., Plaintiff,
LEAR CORPORATION and LEAR MEXICAN SEATING CORPORATION, formerly known as LEAR TRIM, L.P., Defendants.
C. GUADERRAMA UNITED STATES DISTRICT JUDGE.
before the Court is Defendants Lear Corporation and Lear
Mexican Seating Corporation's (collectively
"Defendants") "Motion to Reconsider December
21, 2016, Memorandum [Opinion] and Order Regarding
Arbitration" ("Motion to Reconsider") (ECF No.
48) filed on February 10, 2017. For the reasons that follow,
the Court DENIES Defendants' Motion to
a Texas corporation, sells packaging materials that its
customers use to ship products. Notice of Removal at 1, ECF
No. 1; see also PL's Resp. Defs.' Mot.
Compel Arbitration at 2, ECF No. 23. Defendants are Delaware
corporations with their principal places of business in
Michigan and are suppliers of seats and electrical components
to automobile manufacturers. Defs.' Mot. Compel
Arbitration at 2, 6, ECF No. 19. From approximately April
2007 through November 2014, Defendants purchased packaging
materials from Plaintiff. Id. at 2. The parties'
dispute is based on payments allegedly owed by Defendants to
Plaintiff for the purchase of those materials. See
Id. at 2-5.
at issue is whether the Court should compel arbitration to
resolve this dispute. See Id. at 1-10. Defendants
argue that the Court should compel arbitration based on an
arbitration clause contained in Defendants' March 1,
2006, Purchase Order Terms and Conditions (the "Terms
and Conditions"), which were purportedly incorporated by
reference into various purchase orders through a statement on
the purchase orders and a link to Defendants' website
where the Terms and Conditions could be found. Id.
at 7-8. The arbitration clause in the Terms and Conditions
All disputes arising under or in connection with any Order or
any other document pertaining to any Order shall be finally
settled by arbitration in Southfield, Michigan, before a
single arbitrator appointed by the American Arbitration
Association ("AAA") which arbitration shall be
conducted under AAA's commercial arbitration rules then
in effect at the time of the Order provided, however, that
discovery shall be permitted in accordance with the United
States Federal Rules of Civil Procedure.
Id., Ex. 2 ¶ 51. It is undisputed that
Plaintiff did not sign the purchase orders or the Terms and
Conditions containing the arbitration clause. See
PL's Resp. Defs.' Mot. Compel Arbitration at 2-3;
Defs.' Reply Defs.' Mot. Compel Arbitration at 2-4,
ECF No. 25; Defs.' Mot. Reconsider at 6-10.
August 22, 2016, Defendants filed a Motion to Compel
Arbitration. On December 21, the Court issued a Memorandum
Opinion and Order denying the Motion to Compel Arbitration
because Defendants failed to meet their burden to establish
the existence of an agreement to arbitrate. Mem. Op. &
Order at 6-12, ECF No. 42. On February 10, 2017, Defendants
sought reconsideration to address issues the Court raised in
its decision regarding how and when the underlying contracts
were formed. See Defs.' Mot. Reconsider at 2
("First, Lear provides evidence that confirms for the
Court... [how] the contract was formed----- Second, Lear lays
to rest the Court's concerns that [International
Corrugated and Packing Supplies, Inc.] may have not had
proper notice of the Lear Terms and Conditions before it
accepted Lear's offer by shipping the goods at issue,
thus forming the contract at issue."). By its Order
dated February 16, 2017, the Court denied Defendants'
Motion to Reconsider under Federal Rule of Civil Procedure
54(b) using a standard analogous to that of Rule 59, the rule
governing motions to alter orders post-judgment. Order at
2-3, 6, ECF No. 64. On August 9, 2017, the Fifth Circuit
vacated and remanded the Court's denial of
Defendants' Motion to Reconsider to allow the Court to
reconsider the motion in light of the new standard announced
in Austin v. Kroger Texas, L.P., 864 F.3d 326 (5th
Cir. 2017) (per curiam). Inl'l Corrugated &
Packing Supplies, Inc. v. Lear Corp., No. 17-50139, 2017
WL 3432027, at *2 (5th Cir. Aug. 9, 2017) (per
curiam) ("The district court did not have the
benefit of our opinion in Austin clarifying the
difference between these standards. Rather than engage in a
proper Rule 54(b) analysis in the first instance, we conclude
that the district court should have the opportunity to do so
applying the proper standards.").
the Federal Rules of Civil Procedure do not specifically
provide for a motion for reconsideration in the context of
interlocutory orders, courts generally assess whether a
motion for reconsideration is proper under Federal Rule of
Civil Procedure 54(b). See Lavespere v. Niagara Mack
& Tool Works, Inc., 910 F.2d 167, 185 (5th Cir.
1990) (discussing Fed.R.Civ.P. 54(b)), abrogated on other
grounds by Little v. Liquid Air Corp, 37 F.3d 1069, 1075
n.14 (5th Cir. 1994) (en banc) (per curiam). Under
Rule 54(b), "any order or other decision, however
designated, that adjudicates fewer than all claims or the
rights and liabilities of fewer than all the parties ... may
be revised at any time before the entry of a judgment
adjudicating all the claims and all the parties' rights
and liabilities." Fed.R.Civ.P. 54(b). The Fifth Circuit
interprets this to mean that "[u]nder Rule 54(b), the
trial court is free to reconsider and reverse its decision
for any reason it deems sufficient, even in the absence of
new evidence or an intervening change in or clarification of
the substantive law." Austin, 864 F.3d at 336
(5th Cir. 2017) (internal quotation marks omitted) (quoting
Lavespere, 910 F.2d at 185).
instant motion, Defendants now seek to meet their burden of
proof to establish the existence of an agreement to
arbitrate. See Defs.' Mot. Reconsider at 1-10.
Defendants contend that they have provided evidence that
shows a course of dealing between the parties that proves
that there were enforceable agreements governing the purchase
of Plaintiff s packaging materials. Id. at 2-6.
Further, Defendants assert that the arbitration clause from
the Terms and Conditions was incorporated by reference into
those enforceable agreements. Id. at 6-8. Thus,
Defendants argue that they have established the existence of
an agreement to arbitrate. Therefore, Defendants aver that
the Court should compel arbitration.
Federal Arbitration Act ("FAA") requires the Court
to enforce an arbitration agreement in the same manner that
it would enforce any other contract. See 9 U.S.C.
§§ 1-16; Specialty Healthcare Mgmt, Inc., v.
St. Mary Par. Hosp., 220 F.3d 650, 654 (5th Cir. 2000).
Specifically, the FAA provides that:
A party aggrieved by the alleged failure . . . 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 ... for an order
directing that such ...