Bindman v. MH Sub I, LLC
- Susan Illston
- 3:19-cv-02614
- U.S. District Court · Northern District of California
- 9
In Bindman v. MH Sub I, Judge Illston denied Martindale’s motion to force arbitration of Bindman’s claims.
Boris Bindman and MH Sub I, LLC; the order determines that Bindman’s claims were not compelled to arbitration under the contract terms presented.
What happened
Bindman v. MH Sub I, LLC arose from Boris Bindman’s purchase of Martindale’s online service for connecting attorneys with potential clients. Bindman said he received deficient leads and that Martindale rejected his requests for credits.
Martindale asked the court to require arbitration, relying on website terms that included an arbitration provision. Bindman argued that different terms governed the relationship and did not require arbitration. The court agreed that the later terms, accepted with the advertising proposals, were the parties’ final agreement.
The court denied Martindale’s motion to compel arbitration because the later terms did not include an arbitration provision and did not clearly incorporate the earlier terms. Judge Illston also overruled Bindman’s objections to evidence.
The detailed version
- Bindman v. MH Sub I, LLC · No. 3:19-cv-02614
- Susan Illston
- Dec. 17, 2019
Background
Boris Bindman purchased MH Sub I, LLC’s online lead-generation services for attorneys. MH Sub I does business as Internet Brands, which the opinion refers to as “Martindale.” Martindale’s websites allow consumers to request contact with an attorney, and Martindale sends potential-client information, called leads, to attorney customers.
Bindman signed up for the service on a pay-per-lead basis. He alleged that he received deficient leads, timely disputed them, requested credits, and had those requests systematically rejected. He used the service from August 2018 until canceling it in early May 2019.
The Contract Terms
Martindale relied on terms of use linked through a “Contact Us” form. Those terms included a 30-day process for trying to resolve disputes, followed by binding arbitration administered by JAMS. They also required arbitration on an individual basis rather than as part of a class action.
Bindman later accepted advertising proposals by clicking a box linking to “General Terms and Conditions.” Those terms governed the services, stated that the agreement was the final and entire agreement concerning use of the services, and required disputes to be brought in specified courts in Los Angeles County, California, and the Central District of California. The General Terms and Conditions did not include an arbitration provision.
Discussion
The court explained that arbitration is based on consent and that it could require arbitration only if the parties had agreed to arbitrate the dispute. The court concluded that the General Terms and Conditions, together with each advertising proposal, were the final expression of the parties’ agreement.
The court found that the earlier Terms of Use themselves allowed supplemental terms to control and stated that the Terms of Use did not apply to services with their own terms. The advertising proposals’ reference to “Previous Terms and Conditions” was undefined and did not hyperlink to the Terms of Use. The court also found that the General Terms and Conditions’ reference to other policies and procedures did not clearly identify the Terms of Use. Because that language was ambiguous, the court construed it against Martindale as the drafter.
Ruling
The court declined to require arbitration of Bindman’s claims and denied Martindale’s motion to compel arbitration. The court also overruled Bindman’s objections to evidence. The opinion does not separately state a ruling on a stay beyond denying the motion identified as seeking to compel arbitration and stay the action. Judge Susan Illston vacated the scheduled hearing and resolved the motion on the papers.
Read the full 9-page opinion on CourtListener, the free public archive maintained by the Free Law Project.