Fuentes bought a motorcycle from TMCSF, signing a purchase agreement with it that did not include an arbitration clause. At the same time, Fuentes entered into a financing agreement with Eaglemark Savings Bank (“ESB”) to finance his purchase. The financing agreement with ESB did contain an arbitration clause. This decision holds that TMCSF cannot enforce the arbitration clause. Even though the two contracts were entered into as part of a single transaction, they don’t constitute a single agreement for all purposes. Here, the arbitration clause expressly applied only to Fuentes and ESB, not TMCSF. So TMCSF could not enforce the clause as a party to the agreement. Nor was TMCSF an agent of ESB. No evidence showed that it was an agent even if it used ESB’s financing forms. Moreover, Fuentes’ claims arose from TMCSF’s conduct as a seller, not any acts as an agent of ESB as the finance company in the transaction. TMCSF is not an express third party beneficiary of the arbitration clause, though it might arguably be such a beneficiary of the other financing provisions of the contract since the loan amount was paid to TMCSF to buy the motorcycle. Fuentes is not equitably estopped since he doesn’t rely on the financing agreement to bring claims against TMCSF.
California Court of Appeal, Fourth Appellate District, Division 2 (Ramirez, P.J.); August 23, 2018; 26 Cal. App. 5th 541