![]() ![]() (noting that appellate review is de novo if no factual dispute exists regarding the existence of an arbitration agreement). Accordingly, a de novo standard of review is appropriate. (outcome turned on circuit court’s fact-finding role). Resolution of the dispute here turns on analysis of the terms of the parties’ agreement. However, the dispute in this case is a matter of law and not a factual dispute as in Theroff. Carron standard of review in its recent decision in Theroff.4 Theroff, 591 S.W.3d at 436. ![]() Bedrosian disputes whether an arbitration agreement exists in the first instance, and that under similar circumstances the Supreme Court of Missouri recently applied a Murphy v. Standard of Review Whether the circuit court should have granted TDH’s motion to compel arbitration is a question of law that this Court will review de novo. The circuit court also found that TDAF had waived its right to arbitrate by initiating suit. The circuit court further noted that even if an arbitration agreement had been formed, the terms were unconscionable and thus unenforceable. The circuit court found that a valid agreement to arbitrate did not exist because the arbitration agreement lacked mutuality. 2 2 The circuit court held a hearing, then denied TDAF’s motion. Bedrosian acknowledges in her brief to this Court that she missed payments. The contract states that for purposes of the arbitration contract the terms “us” or “our” includes the applicant (Ms. Bedrosian argued that even if the agreement was formed and enforceable, TDAF had waived its right to arbitration by initiating a lawsuit against her. Bedrosian argued that even if the arbitration agreement had been formed, the agreement was unconscionable and could not be enforced. First, she argued that the purported arbitration agreement was never formed or concluded because it lacked mutual promises and thus lacked consideration. Bedrosian opposed the motion, on three grounds. TDAF filed a motion to compel arbitration. Bedrosian filed an answer and counterclaim. Bedrosian to collect the deficiency, in the amount of $9,466.18. Bedrosian was in default for failing to make payment as required by the sale contract.3 TDAF repossessed and sold the vehicle, and then after sending notice and a demand, sued Ms. Bedrosian does not dispute that she signed the application. Bedrosian’s signature appears twice on the credit application. Whoever first demands arbitration may choose to proceed under the rules of the American Arbitration Association … or any other arbitration association you choose that is acceptable to us.2 Ms. Any claim or dispute is to be arbitrated on an individual basis and not as a class action. Any claim or dispute, whether in contract … (including any dispute over the interpretation, scope, or validity of this Important Contract of Arbitration or the arbitrability of any issue) … which arises out of or relates to this application and Important Contract of Arbitration, any installment sale contract … or any resulting transaction or relationship … shall, at the election of any of us … be resolved by a neutral, binding arbitration and not by a court action. If any of us chooses, any dispute between or among us will be decided by arbitration and not in court. The arbitration contract sets out ten numbered paragraphs, including in relevant part: 1. ARBITRATION.” (Capitalized text in original). That credit application contains a section titled: 1 “IMPORTANT CONTRACT OF The dealership later assigned its rights and interests in and to the contract to TD Auto Finance LLC. Bedrosian also executed a Credit Application to finance the purchase through TD Auto Finance LLC (TDAF). Bedrosian’s required contractual payments and contains other provisions governing the parties’ contractual relationship, which are not at issue in this appeal. In so doing, she signed a Retail Installment Sale Contract.1 That sale contract states the terms of Ms. Bedrosian purchased a vehicle in September 2011 from a Missouri dealership. Factual and Procedural Background This case began as a debt collection after Michelle Bedrosian allegedly failed to make required payments on her vehicle. Stewart Filed: JIn this debt-collection action, TD Auto Finance LLC appeals from the circuit court’s order denying its motion to compel arbitration. ![]() ED107438 Appeal from the Circuit Court of St. In the Missouri Court of Appeals Eastern District DIVISION THREE TD AUTO FINANCE, LLC, Appellant, vs. ![]()
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