FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
COLORADO (D.C. No. 1:15-CV-00220-WYD-MJW)
Mallonee, Boulder, Colorado, for Defendants - Appellants.
A. Wells (Theodore J. Gleason, and Coren R. Hinkle, with him
on the brief), of Gleason Wells, P.C., Denver, Colorado, for
Plaintiff - Appellee.
KELLY, BRISCOE, and GORSUCH, Circuit Judges.
Ultegra Financial, its CEO Muhammad Howard, (collectively
Ultegra Defendants) and Clive Funding, Inc., appeal from the
district court's order denying their motion to compel
arbitration. Ragab v. Howard, No.
15-cv-00220-WYD-MJW, 2015 WL 6662960 (D. Colo. Nov. 2, 2015).
Our jurisdiction arises under 9 U.S.C. § 16(a)(1) and we
2013, Mr. Ragab entered into a business relationship with the
Ultegra Defendants. The parties had six agreements: a
Consulting Agreement, a Membership Interest Purchase
Agreement (Purchase Agreement), an Operating Agreement, an
Assignment of Limited Liability Company Interest Agreement
(Assignment Agreement), an Employment Agreement, and a Non
Circumvention, Non Disclosure & Confidentiality Agreement
(Non-Circumvention Agreement). Aplt. App. 113-50.
agreements contain conflicting arbitration provisions.
See Aplt. App. 167-87. Suffice it to say the
conflicts involve (1) which rules will govern, (2) how the
arbitrator will be selected, (3) the notice required to
arbitrate, and (4) who would be entitled to attorneys'
fees and on what showing.
2015, Mr. Ragab sued the Ultegra Defendants for
misrepresentation and for violating several consumer credit
repair statutes. The district court found that Mr.
Ragab's claims fell within the scope of all six
agreements. Ragab, 2015 WL 6662960, at *4. The
Ultegra Defendants moved to compel arbitration. Mr. Ragab
added Defendant Clive Funding, Inc., which joined the Ultegra
Defendants' motion. The district court denied the motion
to compel, concluding that there was no actual agreement to
arbitrate as there was no meeting of the minds as to how
claims that implicated the numerous agreements would be
Motion to Compel Arbitration
review a district court's denial of a motion to compel
arbitration de novo and apply the same legal standard as the
district court. Armijo v. Prudential Ins. Co. of
Am., 72 F.3d 793, 796 (10th Cir. 1995). We first address
whether the inconsistencies across the six arbitration
provisions indicate that the parties failed to have a meeting
of the minds with respect to arbitration.
Supreme Court has "long recognized and enforced a
'liberal federal policy favoring arbitration
agreements.'" Howsam v. Dean Witter Reynolds,
Inc., 537 U.S. 79, 83 (2002) (quoting Moses H. Cone
Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1,
24-25 (1983)); see also 9 U.S.C. § 2 ("A
written provision in any . . . contract evidencing a
transaction involving commerce to settle by arbitration a
controversy thereafter arising out of such contract or
transaction . . . shall be valid, irrevocable, and
enforceable, save upon such grounds as exist at law or in