Tobon v. The Sherwin-Williams Company, Inc

Background

Troy Tobon, acting as an agent of Tobon’s Floorcovering, Inc., signed a subcontractor agreement with The Sherwin-Williams Company. The agreement stated that arbitration was the “exclusive, final, and binding means” for resolving disputes between Sherwin-Williams and the subcontractor, including its personnel. It also stated that the arbitrator would decide disputes about whether an arbitration demand was timely or proper.

Court’s reasoning

The court explained that an arbitration agreement may give an arbitrator the authority to decide threshold questions about whether a dispute must be arbitrated, but the agreement must do so clearly and unmistakably. The court found that the agreement’s language met that standard.

Tobon argued that the entire agreement was unconscionable, meaning unfairly one-sided or oppressive. The court distinguished a challenge to the agreement as a whole from a specific challenge to the provision assigning arbitrability questions to the arbitrator. Because Tobon did not specifically challenge that delegation provision, the court treated it as valid and left the broader challenge to the arbitrator.

Disposition

The court granted The Sherwin-Williams Company’s motion to compel arbitration and dismissed the complaint without prejudice. The opinion also stated that the parties should be prepared to discuss whether the ruling requires arbitration in a related case, No. 22-cv-01925. The opinion does not identify the other plaintiffs listed as “et al.”