Matthew Seth Sarelson and Max M. Nelson of Sarelson Law Firm, P.A., Miami, and John Vail, Center for Constitutional Litigation, PC, Washington, D.C., for appellants.
John S. Penton, Jr. and S. Jonathan Vince of Cole, Scott & Kissane, P.A., West Palm Beach, and Robert Lavet of Powers Pyles Sutter & Verville PC, Washington, D.C., for appellees.
Appellants challenge the trial court's order compelling arbitration of their dispute with appellee. While they claim that the record does not support a finding that they entered into the arbitration agreement, without a transcript of the hearing we cannot discern whether appellants demonstrated that a disputed issue of fact existed. See Linden v. Auto Trend, Inc., 923 So.2d 1281, 1283 (Fla. 4th DCA 2006). As to their claim that the agreement is invalid as a matter of public policy, the arbitration agreement provides that any issues regarding its validity shall be determined by the arbitrators. We affirm.
Appellants/plaintiffs are former students of MedVance Institute, a private, for-profit institution owned by appellees providing education in various non-professional medical fields. In October 2010, a group of six original plaintiffs filed a complaint against appellees " for breach of contract, breach of the covenant of good faith and fair dealing, fraud in the inducement, fraudulent misrepresentation, and for violating laws prohibiting misleading advertising ... and unfair and deceptive trade practices." For the purpose of pleading breach of contract against MedVance, the plaintiffs alleged that they " entered into a binding contract with MedVance."
MedVance filed a motion to compel arbitration and stay litigation, and served this motion on the plaintiffs. It alleged that " [e]ach of the Plaintiffs signed a comprehensive Enrollment Agreement with MedVance. In the Enrollment Agreement, each Plaintiff agreed to an arbitration provision...." They requested arbitration under the Agreement. A hearing was scheduled for January 21, 2010. Nine days prior to the hearing, appellants filed an amended complaint joining nineteen other plaintiffs. MedVance responded by filing a motion to compel arbitration as to the new plaintiffs, attaching the agreements signed by the new plaintiffs. MedVance set the additional motion to compel for the same hearing time as the first one,
noting that the enrollment agreements and arbitration clauses were identical in all of the contracts. The appellants filed no written response to either motion to compel arbitration.
The multi-page Enrollment Agreements attached to MedVance's motion are all signed at the end of the contract and contain an arbitration clause, which states:
Arbitration-Exclusive Remedy: Student and MedVance Institute hereby agree that any dispute, controversy, or claim arising out of or relating to this Enrollment Agreement, its creation, interpretation, or the breach, termination or validity thereof, or any related matter involving Student's enrollment with or attendance at MedVance Institute, regardless of whether such dispute arises or is made before, during or after Student's attendance at MedVance Institute, and regardless of whether the dispute or claim is based on contract, tort, statute, regulation, rule or otherwise, shall be governed by Florida law and resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Rules, such arbitration to be held in the city in which the MedVance Institute School Student is attending is located. Any decision rendered in such arbitration proceedings will be final and binding on each of the parties, and judgment may be entered thereon in a court of competent jurisdiction. Student understands that the arbitrator shall not award injunctive relief, exemplary, consequential, punitive, incidental or indirect damages, or attorneys' fees and each party irrevocably waives any such right to obtain such relief or recover such damages.
Arbitration shall be the exclusive remedy; both parties hereby expressly agreeing not to sue the other or pursue any dispute or claim in any federal, state, or local court or any other forum. The parties' obligation to use binding arbitration as the sole and exclusive means of resolving any and all demands or claims is an independent covenant and shall survive the termination of Student's attendance at MedVance Institute and continue after the conclusion of Student's relationship with MedVance Institute.
(emphasis in original). The Enrollment Agreements also include a separate limitation of liability clause, as well as a clause excluding incidental, consequential, and other damages.
The court held the hearing which was not recorded. In its order the court found that the plaintiffs had entered into a contract with MedVance, as set forth in their complaint, which included the arbitration clause. It also noted that the agreements for the nineteen additional plaintiffs were identical to those of the first six plaintiffs. As the plaintiffs did not raise any argument challenging the plain meaning of the arbitration clause, the court compelled arbitration.
In a motion for rehearing, the appellants argued that further evidence needed to be introduced to determine whether the enrollment agreements were valid. With their motion, appellants filed affidavits from the six original plaintiffs in which they alleged that they had no recollection of signing the enrollment agreements. The court denied the motion, and ...