United States District Court, W.D. Tennessee, Eastern Division
TENNESSEE TRACTOR, LLC, on behalf of itself and the Tennessee Tractor, LLC Health and Welfare Benefit Plan, and KERRY YOUNG, on behalf of himself and all similarly situated persons, Plaintiffs,
WH ADMINISTRATORS, INC., Defendant.
ORDER DENYING MOTION FOR RECONSIDERATION AND LIFTING
STAY OF PLAINTIFFS' MOTION FOR PRELIMINARY
THOMAS ANDERSON CHIEF UNITED STATES DISTRICT JUDGE.
the Court is the Motion of Defendant WH Administrators, Inc.,
for Reconsideration (ECF No. 46) of the Court's Order
Granting in Part and Denying in Part Defendant's Third
Motion to Compel Arbitration (ECF No. 44). Plaintiffs filed a
Response in Opposition (ECF No. 47). Because the Court finds
no reason to reconsider its prior Order, Defendant's
Motion is DENIED. The stay of
Plaintiffs' Motion for Preliminary Injunction (ECF No.
10) is accordingly LIFTED. Defendant has
three (3) days to respond to Plaintiffs' Motion.
asserts the following evidence that it claims the Court
failed to consider in making its prior determination: (1) an
e-mail that would tend to show that Plaintiffs could have
accessed documents and information regarding the benefit
plan; (2) a Form 5500 that shows (a) Plaintiff Tennessee
Tractor, LLC, as the plan's sponsor and administrator,
and (b) $420, 226 as the amount received by Defendant from
Plaintiffs rather than an amount in excess of $500, 000 as
Plaintiffs articulated in their Amended Complaint. Defendant
also seeks a clarification of law, stating that (1) it
appears to Defendant that the Court determined that it could
not bind Plaintiff Young or the other beneficiaries to
arbitration under the plan because the plan documents
presented by Defendant were not signed, but (2) signed
documents are not necessary under ERISA to bind parties to
arbitration. Lastly, Defendant relies on recently received
subpoenas to support its contention that it is at risk of
participating in duplicative discovery and receiving
makes its Motion under Local Rule 7.3, which requires:
(1) a material difference in fact or law from that which was
presented to the Court before entry of the interlocutory
order for which revision is sought, and that in the exercise
of reasonable diligence the party applying for revision did
not know such fact or law at the time of the interlocutory
order; or (2) the occurrence of new material facts or a
change of law occurring after the time of such order; or (3)
a manifest failure by the Court to consider material facts or
dispositive legal arguments that were presented to the Court
before such interlocutory order.
W.D. Tenn. R. 7.3(b). As it explained in its prior Order, the
Court is bound in motions to compel arbitration by Section 4
of the Federal Arbitration Act (the “FAA”).
Highlands Wellmont Health Network, Inc. v. John
Deere Health Plan, Inc., 350 F.3d 568, 573 (6th Cir.
2003). Section 4 of the FAA provides that, “[w]hen
asked by a party to compel arbitration under a contract, a
federal court must determine whether the parties agreed to
arbitrate the dispute at issue.” Stout v. J.D.
Byrider, 228 F.3d 709, 714 (6th Cir. 2002); see
also 9 U.S.C. § 4. Only “[i]f the district
court is satisfied that the agreement to arbitrate is
not ‘in issue, ' [must] it . . . compel
arbitration.” Great Earth Cos. v.
Simons, 288 F.3d 878, 889 (6th Cir. 2002) (emphasis
added). But “[i]n order to show that the validity of
the agreement is ‘in issue, ' the party
opposing arbitration must show a genuine issue of material
fact as to the validity of the agreement to arbitrate.”
Id. (citing Doctor's Assocs., Inc. v.
Distajo, 107 F.3d 126, 129-30 (2d Cir. 1997)) (emphasis
arguendo that the Court failed to properly consider
the e-mail evidence asserted by Defendant, Defendant has now,
at best, satisfied Plaintiffs' burden by creating a
genuine dispute of fact as to whether Plaintiffs had
sufficient access to the plan documents to accept their
terms. As to the evidence contradicting the allegations in
Plaintiffs' Amended Complaint, the Court agrees with
Plaintiffs that such evidence, while quite likely relevant to
the merits of this case, is irrelevant to Defendant's
Motion to Compel Arbitration. See Pls.' Resp. in
Opp'n to Def.'s Mot. for Reconsideration and Request
for Stay, at 4, Mar. 29, 2018, ECF No. 47. And as for the
clarification of law, the Court did not hold or otherwise
find that a signed document was required but that the
unsigned document at issue was insufficient. Tenn.
Tractor, LLC v. WH Admins, Inc., 2018 U.S. Dist. LEXIS
39617, at *12 (W.D. Tenn. Mar. 12, 2018). The Court did not
find sufficient evidence that Plaintiff Young or the other
beneficiaries had agreed to or were otherwise bound to
arbitration. Again, whether Defendant and the beneficiary
Plaintiffs had such an agreement is, at best, in dispute.
the Court finds that any reconsideration of Defendant's
Motion to Compel Arbitration would be futile, the Court
declines to determine the presence of a material difference
in fact-new or otherwise. The Court further finds that it did
not rely on an erroneous legal position of Plaintiffs to
arrive at its conclusions. And finally, the Court is not
persuaded by the arrival of subpoenas that its initial
decision not to stay the proceedings before it involving
Plaintiff Young and the beneficiaries will subject Defendant
to any undue prejudice.