ARBITRATION - WELLS FARGO BANK, N.A. AND TERESA GRIER V. CHAPMAN
In Wells Fargo Bank, N.A. and Teresa Grier v. Chapman, [Ms. 2101200, Feb. 24, 2012] __ So. 3d __(Ala. Civ. App. 2012), the Alabama Court of Civil Appeals issued a series of holdings related to an arbitration agreement related to a bank account. First, the plaintiff argued that Wells Fargo failed to prove that he was provided with the bank regulations that included the arbitration agreement. However, because Plaintiff signed an acknowledgment of receipt of those regulations, the Court held that the argument had no merit. Second, the plaintiff argued that the arbitration clause was invalid because his daughter (whose estate he was administering) was a minor at the time she opened the account and became bound by the arbitration agreement. However, the Court held there was no evidence that the daughter disaffirmed her contract during her minority or within a reasonable time after she reached the age of majority and thus the daughter's minority at the time she opened the account did not serve to render the original arbitration agreement invalid. Third, the plaintiff argued that he was not bound by amendments to the arbitration agreement imposed by Wells Fargo as a successor to the original bank (SouthTrust). The Court recognized that the Alabama Supreme Court has held that "[a]mendments to the conditions of unilateral-contract relationships [like those between a bank and its customers] with notice of the changed conditions are not inconsistent with the general law of contracts" and, as a result, "such amendments, when promulgated with the requisite notice, are impliedly assented to by the customer when the customer holds open his or her account after notice of the amendments." See SouthTrust Bank v. Williams, 775 So. 2d 184, 190-91 (Ala. 2000). Because there was no evidence in the present case "that notice of the various changes in the account regulations over the years or notice of the mergers between SouthTrust and Wachovia and Wachovia and Wells Fargo were provided to [the plaintiff or his daughter]," the Court could not conclude that Wells Fargo's arbitration agreement governs the case by virtue of the amendments to the account regulations since 2003. However, the Court nevertheless noted that "Chapman, individually, and in his capacity as administrator of the estate, because, insofar as he is advancing any claims that belonged to [his daughter] while she was alive, stands in [his daughter's] shoes. . .is bound by the original SouthTrust arbitration agreement" (emphasis added). Fourth, the Plaintiff argued that his wrongful death claim was not subject to the arbitration clause. The Alabama Court of Civil Appeals held that arbitration agreements can be enforced with respect to wrongful death claims "when the personal representatives had themselves been signatories to the arbitration agreements," which was the case. Finally, with respect to the individual defendant, the Court held that "a nonsignatory employee is entitled to rely on the arbitration agreement of his or her employer when the employee is sued for conduct occurring in the line and scope of his or her employment." Thus, for all these reasons, the Court held that the original arbitration agreement at issue was enforceable.