Parisi v. C Cashion Windows LLC et al

IN THE UNITED STATES DISTRICT COURT FOR THE
WESTERN DISTRICT OF OKLAHOMA
SUSAN PARISI, 	)
)
Plaintiff, 	)
)
v. 	) 	No. CIV-23-115-R
)
OKLAHOMA WINDOWS AND 	)
DOORS, LLC, d/b/a RENEWAL BY 	)
ANDERSEN OF OKLAHOMA; and 	)
BMO HARRIS BANK, NA, d/b/a 	)
GREENSKY, LLC, 	)
)
Defendants. 	)
ORDER
Before the Court is Defendant GreenSky, LLC’s Motion to Compel Arbitration
[Doc. 17] and Motion to Dismiss All Claims Pursuant to Federal Rule of Civil Procedure
12(b)(3) [Doc. 46]. Both motions are fully briefed and at issue [Docs. 39, 42, 56, 65]. The
Court addresses both Motions with this Order given their considerable overlap. Both
Motions are DENIED for the reasons below.
I. 	BACKGROUND
This case stems from a purported loan agreement to finance the installation of new
windows in Plaintiff’s home. The chronology of facts proves to be crucial to the Court’s
determination, so it must be discussed with some particularity. Factual matter is cited from
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affidavits provided by each party, allegations in the Complaint, and factual matter in
parties’ exhibits.1
A. GreenSky and Renewal by Andersen’s Business Model
GreenSky, LLC works with merchants to provide consumer loans to customers who
need to finance their purchases. Doc. 36: Compl. ¶¶ 43-44. Renewal by Andersen of
Oklahoma is one of those merchants, and it advertises to potential customers the ability to
finance the cost of replacing windows. Id. ¶¶ 44, 59. Customers deal directly with Andersen
to initiate their window project; they provide personal information to an Andersen
representative via the representative’s iPad to apply for a loan from GreenSky. Id. ¶¶ 43-
48. This information enables GreenSky to make a rapid financing decision on the
customer’s loan application. Id. ¶ 47; Doc. 18-3: Kaliban Decl. ¶¶ 12-13.
Once approved for a loan, GreenSky activates a Shopping Pass, which functions
like a credit card, for the applicant’s account. Compl. ¶ 51. The Shopping Pass account
number is used by the Borrower or Merchant to initiate a transaction with GreenSky and
allows loaned funds to be disbursed directly to the Merchant for the planned work. Id.
¶¶ 52-53. Merchants may use the Shopping Pass number to apply directly to GreenSky for
disbursement of funds to themselves, relying on the previous authorization of the
Borrower/Customer to begin a project. Id. ¶¶ 52-53, 58; Kaliban Decl. ¶ 29. The terms of
1 The court may look to “evidence outside of the complaint such as . . . affidavits” in considering
a motion to dismiss based upon improper venue. Hancock v. Am. Tel. & Tel. Co., 701 F.3d 1248,
1260 (10th Cir. 2012). Likewise, analyzing a motion to compel arbitration is akin to summary
judgment practice, meaning this Court can examine the record to determine whether a genuine
dispute of fact regarding the existence of an agreement to arbitrate exists. See Bellman v. i3
Carbon, LLC, 563 F. App’x 608, 612 (10th Cir. 2014).
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GreenSky’s Loan Agreement state that any use of the Shopping Pass constitutes acceptance
of the Loan Agreement by the Borrower/Customer. Kaliban Decl. ¶ 29. The terms also
direct Borrowers to immediately notify GreenSky regarding unauthorized activity on the
account, require that any unauthorized transactions be reported to GreenSky within sixty
days, and ensure Borrowers that “[y]ou will have no Loan unless you authorize a
transaction[.]” Doc. 39-3 at 6.
B. The Initial Meeting and Loan Application on November 23, 2021
Susan Parisi received communications from Andersen advertising the ability to
upgrade her home’s windows with a loan requiring zero money down, zero interest for two
years, and zero payments for twenty-four months (“Zero-Interest Loan”). Doc. 39-1: Parisi
Decl. ¶¶ 4, 7. Parisi met with Russell Kelley, a representative from Andersen, at her home
on November 23, 2021. Id. ¶ 4. They decided to replace nine windows in Parisi’s home.
Compl. ¶¶ 63-64. However, Parisi informed Kelley she was beginning treatment for cancer
soon, and she would need the Zero-Interest Loan option due to the costs and time her
treatment would entail. Id. ¶ 62.
Kelley confirmed that GreenSky offered a Zero-Interest Loan that would enable
Parisi to purchase the windows. Id. ¶ 61; Parisi Decl. ¶ 7. Kelley stated that Parisi would
need to provide information to GreenSky via his iPad and a phone call so that GreenSky
could review her creditworthiness. Parisi Decl. ¶¶ 8-14. Parisi electronically signed where
she was instructed to on the iPad to authorize the loan application. Id. ¶¶ 15-18. In doing
so, Parisi only ever intended to apply for the Zero-Interest Loan. Id. ¶ 21. Thirty minutes
later, GreenSky called Kelley and informed Parisi via speakerphone that she had been
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approved for the two-year loan program with GreenSky. Kaliban Decl. ¶ 17; Parisi Decl.
¶¶ 22-26. Kelley showed Parisi his iPad to evidence she had been approved for the Zero-
Interest Loan, but neither the loan’s financial terms nor contract were visible or capable of
being reviewed. Compl. ¶ 65; Parisi Decl. ¶ 28. Before he left her home, Kelley assured
Parisi a contract would be mailed to her. Compl. ¶ 66; Parisi Decl. ¶ 29.
It is uncontroverted that a contract was sent to Parisi on November 23. GreenSky
states a contract was mailed to Parisi via the United States Postal Service that day (which
happened to be the Tuesday before the Thanksgiving holiday). Kaliban Decl. ¶¶ 18-22.
GreenSky also states they emailed a copy of the same Loan Agreement to an email address
Parisi had provided. Kaliban Decl. ¶¶ 23-27.2 Additionally, Kelley sent her an email that
day containing a contract and financing terms between Andersen and Parisi. Parisi Decl.
¶ 31.
However, Parisi was evidently unaware these contracts were sent to her. She states
she never saw either email because they ended up in her spam folder.3 Parisi Decl. ¶¶ 31-
32. The only emailed contract Parisi states she received in her Spam folder was the one
from Kelley; 4 the financial terms in that contract were labeled Loan Plan 3541 and reflected
2 Parties are reminded of this Court’s Local Rule LCvR7.1(n) regarding exhibits, attachments, and
appendices. Both parties erred by duplicating and mislabeling exhibits. For instance, Mr. Kaliban’s
declaration, itself Exhibit 3 to Document 18, included reference to four additional exhibits within
the declaration. The Court would appreciate greater clarity in the parties’ use of exhibits and
attachments.
3 Parisi only checked her spam folder at the request of her counsel well over a year after the events
discussed herein. Parisi Decl. ¶ 32. Presumably, both emailed contracts were in her spam folder,
though she only makes mention of the email from Kelley.
4 Inexplicably, both parties produce only the supposed attachments to the emails they allegedly
sent or received. Plaintiff produced the agreement attached to the alleged email from Kelley, but
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the terms of the Zero-Interest Loan. Id. ¶ 33. That contract had Parisi’s electronic signature
affixed to pages she had neither seen nor had described to her by Kelley. 5 Id. ¶¶ 33-35. As
for the mailed contract, Parisi claims she received it the following week—after her
supposed acceptance had already occurred. Id. ¶ 42.
C. Minimal Communication between November 23 and November 29
A few days following their initial meeting, Parisi received a call from Kelley
informing her that she had, in fact, not qualified for the Zero-Interest Loan. Parisi Decl.
¶ 39. He told her that he would find out what happened and follow up with her, but Parisi
never heard from him again. Compl. ¶¶ 71-72.
D. The Disputed Acceptance of the Loan Agreement on November 29
Sometime 	before 	noon 	on 	November 	29, 	2021 	(the 	Monday 	following
Thanksgiving), the Shopping Pass associated with Parisi’s account was charged in the
amount of $8,871.50. 6 Parisi Decl. ¶ 40; Kaliban Decl. ¶ 28. GreenSky claims, by virtue
of this transaction, Parisi accepted the terms of the Loan Agreement as they stood on that
day. Kaliban Decl. ¶ 29. Because of the use of the Shopping Pass, GreenSky claims Parisi
accepted the terms of a different loan, not the Zero-Interest Loan Parisi had thought she
had obtained. Id.; Parisi Decl. ¶ 43; Doc. 39-3 at 6.
she produces no record of the email itself. Likewise, Defendant produces the Loan Agreement it
supposedly attached in an email to Parisi on November 23, but it fails to produce a record of the
email itself.
5 Parisi believes her signature is forged in two spots on this document. Id. ¶¶ 36-38.
6 The Court notes the holiday because it reduces the amount of business and postal days between
Parisi’s initial meeting with Kelley and her alleged acceptance. Parisi’s email initially disputing
the charge [Doc. 27-8] was sent midday, indicating the transaction was processed Monday
morning.
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The loan Parisi is allegedly bound to is markedly different than the loan Parisi
sought. Loan Plan 7541 (“High-Interest Loan”) 7 requires payments beginning in six
months, charges an annual percentage rate of 24.99%, and projects a total cost of
$37,717.08 over the life of the $17,744 loan.8 Doc. 39-3; Doc. 18-3 at 12. The Loan
Agreement states, “THIS IS A DIFFERENT PLAN THAN REQUESTED.” Doc. 39-3 at
6. 	The 	terms 	also 	state 	“FOR 	PROTECTION 	AGAINST 	UNAUTHORIZED
PURCHASES, IDENTIFICATION WILL BE REQUIRED FOR ALL PURCHASES.” Id.
Parisi received three communications from GreenSky or Kelley regarding the loan
for which she was approved. First, the physical copy of the Loan Agreement mailed to
Parisi on November 23 reflected the terms of the High-Interest Loan. Id. However, Parisi
states she did not receive the contract in the mail until sometime after November 29. Parisi
Decl. ¶ 42. Second, the alleged email GreenSky sent on November 23 included the same
High-Interest Loan Agreement attached. Kaliban Decl. ¶ 23. Parisi did not review this copy
of the Loan Agreement, as it presumably went to Parisi’s spam folder. Parisi Decl. ¶¶ 31-
32. Third, Kelley also sent an email to Parisi on November 23; however, it reflected the
terms of the Zero-Interest Loan. Id. ¶¶ 31-33. This email sat unopened in Parisi’s spam
folder, too. Id. Consequently, the first time Parisi reviewed a Loan Agreement was after
7 GreenSky labels the Loan Agreements with numerals (Loan Plan 3541 and Loan Plan 7541), but
this Court refers to them as the Zero-Interest Loan and the High-Interest Loan, respectively, to aid
readers.
8 This is assuming minimum payments are made as projected by the Truth in Lending Disclosure.
The total cost of the Zero-Interest Loan would presumably be lower given the much longer two-
year promotional period.
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November 29—the date of her alleged acceptance—when she received the physical copy
in the mail. Id. ¶ 42.
Parisi was notified of the Shopping Pass transaction and promptly reached out to
GreenSky’s customer service email that same day, November 29, stating she was never
informed the $8,871.50 charge was going to take place. Doc. 56-1 at 41; Doc. 27-8. Parisi
exchanged several emails with GreenSky over the ensuing days disputing and objecting to
the transaction she had allegedly authorized. Doc. 56-1 at 43-44; Parisi Decl. ¶ 44. Amidst
the communication back and forth, a GreenSky representative stated the transaction
occurred because “[t]he merchant charges a percentage upfront on the loan.” Doc. 27-11.
Little evidence exists regarding communication between Andersen and Parisi after
November 23. Parisi states she last heard from Kelley when he called to inform her she had
not qualified for the Zero-Interest Loan and he would find out why. Compl. ¶¶ 71-72. There
is no evidence Kelley informed Parisi of the terms of the High-Interest Loan during that
phone call. Id. Likewise, there is no evidence Parisi provided authorization for Andersen
to proceed with the window project in either the phone call or at any time following
November 23. Id.
E. Aftermath
Over Parisi’s objections, GreenSky proceeded to consider Parisi a willing party to
the Loan Agreement. Kaliban Decl. ¶ 30; Parisi Decl. ¶ 45. GreenSky billed her and
assessed late fees in accordance with the High-Interest Loan. Id. The fees and charges
continued until the loan was cancelled in October of 2022 near the time this lawsuit
commenced. Parisi Decl. ¶¶ 45, 47. Parisi’s credit reports still reflect a balance of more
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than $8,000 due to GreenSky. Id. ¶ 48. Parisi never had any windows installed in her home.
Id. ¶ 45.
In this action, Parisi, on behalf of herself and a putative class, claims both Andersen
and GreenSky violated provisions of the Oklahoma Consumer Credit Code. GreenSky
argues the action has been brought in the wrong venue and seeks to enforce an arbitration
provision in the High-Interest Loan agreement.
F. Timeline
For clarity’s sake, the Court reproduces key events below in chronological order:
 	Nov. 23 — Parisi meets with Kelley at home and applies for the Zero-Interest Loan.
 	Nov. 23 — Parisi is approved for a loan by GreenSky. Parisi believes she is approved
for the two-year, Zero-Interest Loan when Kelley leaves her home that day.
 	Nov. 23 — Kelley emails Parisi a copy of the electronically-signed agreement between
Andersen and Parisi. The document refers to the financial terms of the Zero-Interest
Loan. Parisi is unaware of the email.
 	Nov. 23 — GreenSky both mails and emails a copy of the High-Interest Loan to Parisi.
Parisi is unaware of the email; the physical mail begins transit.
 	Nov. 24-28 — At some point in this date range, Kelley calls to inform Parisi she has
not been approved for the Zero-Interest Loan, but he will find out what happened and
get back to her.
 	Nov. 29 — Parisi’s Shopping Pass is charged for $8,871.50. GreenSky claims this
transaction constituted acceptance of the High-Interest Loan.
 	Nov. 29 — Parisi emails GreenSky to dispute the Shopping Pass charge.
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 	Following Nov. 30 — Parisi receives the mailed copy of the High-Interest Loan.
II. 	LEGAL STANDARD
When considering a motion to dismiss due to improper venue, a court must draw all
reasonable inferences in favor of the non-moving party and resolve all factual conflicts in
favor of the non-movant. Rolico Aviation Ltd. V. Mansfield Heliflight, Inc., 07-1075, 2008
WL 640440 at *1 (W.D. Okla. Mar. 5, 2008) (citing 5B Charles Alan Wright & Arthur R.
Miller, Federal Practice & Procedure § 1352 (3d ed. 2007)). Plaintiffs may rely on well-
pleaded facts found in the complaint, and if controverted by defendant’s facts, the court is
to give greater weight to plaintiff’s facts. Ben-Trei Overseas, L.L.C. v. Gerdau Ameristeel
US, Inc., 09-CV-153, 2010 WL 582205 at *3 (N.D. Okla. Feb. 10, 2010) (citing Pierce v.
Shorty Small’s of Branson, 137 F.3d 1190, 1192 (10th Cir. 1998)).
When considering a motion to compel arbitration, a court must first determine if
there was an agreement and then determine if the agreement provides the moving entity
with the right to compel arbitration. Caclovic v. J.C. Penney Corp., 884 F.3d 1051, 1057
(10th Cir. 2018). Courts apply state-law principles governing the formation of contracts to
determine if an agreement to arbitrate exists. Jacks v. CMH Homes, Inc., 856 F.3d 1301,
1304 (10th Cir. 2017). The party moving to compel arbitration bears the burden to show
the arbitration clause applies. Id. If parties dispute the existence of an agreement, the
nonmovant should receive the “benefit of all reasonable doubts and inferences that may
arise” Id. (internal quotation omitted). The process is akin to summary judgment practice.
Id. “[T]he party moving to compel arbitration bears the initial burden of presenting
evidence sufficient to demonstrate the existence of an enforceable agreement[.]” Bellman
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at 612. If a genuine dispute of material fact prevents determining whether the agreement
is enforceable, a district court should proceed to a jury trial, if the nonmoving party so
requests, to determine the facts and whether the parties agreed to arbitrate. Howard v.
Ferrellgas Partners, L.P., 748 F.3d 975, 977 (10th Cir. 2014).
III. 	DISCUSSION
Plaintiff and Defendant never entered into a valid Loan Agreement because there
was no mutual assent as to the material terms of the loan. As a matter of law, the parties
did not contract. Accordingly, no agreement between the parties to arbitrate the issues
within the case can be said to exist, and Defendant’s motion to compel arbitration is
DENIED. Consequently, venue in this Court is proper, and Defendant’s motion to dismiss
is DENIED.
Oklahoma contract law governs the formation of this agreement and dictates the
conclusion Plaintiff and Defendant never entered into the Loan Agreement. The existence
of an agreement to arbitrate is a matter of contract between the parties. Avedeon
Engineering, Inc. v. Seatex, 126 F.3d 1279, 1283 (10th Cir. 1997). In Oklahoma, an
enforceable agreement requires a “meeting of the minds on all essential terms of the
contract.” South Central Industries v. Kerrtas Marketing, LLC, 21-802, 2022 WL 1518935
at *2 (W.D. Okla. Feb. 7, 2022) (quoting Young v. Chappell, 239 P.3d 476, 479 (Okla. Civ.
App. 2010)). “[T]he consent of the parties must be mutual, and consent is not mutual unless
the parties agree on the same thing at the same time.” Smalley v. Bond, 218 P. 513, 515
(Okla. 1923). For the arbitration clause in the High-Interest Loan to be enforceable, Parisi
and GreenSky must have agreed to all the same essential terms at the same time.
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GreenSky can only show acceptance of the High-Interest Loan in one of two ways:
the Shopping Pass transaction was (1) initiated by Parisi or (2) initiated by Andersen with
her 	valid 	consent.9 	GreenSky 	fails 	to 	provide 	sufficient 	evidence 	on 	both 	fronts.
GreenSky’s evidence tends to show the transaction occurred on that day, but it does not
indicate whether the transaction was authorized by Parisi.
First, GreenSky has provided no evidence that Parisi herself initiated the Shopping
Pass transaction. Greensky’s only evidence relating to the November 29 transaction is a
conclusory declaration that Parisi used the Shopping Pass and authorized Andersen to
charge her account for $8,871.50. Kaliban Decl. ¶ 28. Kaliban’s statement is supported
only by an unidentified transaction ledger showing a charge of that amount processed on
that date. Id. at 22-23.10 The only indication the transaction is related to Parisi is that it is
attributed to her Shopping Pass number and her name appears as the invoiced account. The
absence of additional evidence identifying Parisi is notable, considering the terms of
GreenSky’s loan agreement state identification is required for all purchases. Doc. 39-3 at
6. Therefore, had GreenSky followed its policies, it would presumably have verified and
recorded the identity of the transaction’s initiator. Instead, GreenSky produces only the
transaction ledger.
In fact, the record indicates Andersen initiated the transaction. The only evidence
regarding who initiated the transaction is found in a later email between Parisi and
9 GreenSky does not suggest Parisi accepted their offer in any other way, such as by signing the
Loan Agreement sent to her via mail and email.
10 The transaction ledger appears in the ECF system as pages 22-23 of Doc. 18-3. It appears to
have been intended as a separate exhibit.
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GreenSky customer service. A GreenSky representative stated the transaction occurred
because “[t]he merchant charges a percentage upfront on the loan.” Doc. 27-11. Further,
the GreenSky representative acknowledged Parisi had initially rejected payment and once
again asked if Parisi authorized the transaction after describing how the charge occurred.
Id. Parisi restated that she did not authorize the transaction. Doc. 27-13. The evidence
shows that the Shopping Pass charge occurred on November 29, the charge was initiated
by Andersen, and the charge was promptly and consistently disputed by Parisi. Thus, the
evidence is insufficient to show Parisi initiated the transaction which allegedly bound her
to the High-Interest Loan.
Second, the evidence indicates only that Parisi may have consented to her window
project with Andersen under the terms of the Zero-Interest Loan, not the High-Interest
Loan.11 When Kelley, the representative from Andersen, left Parisi’s home on November
23, 2021, Parisi believed she had been approved for the two-year, no-interest, no-payment
loan. Parisi Decl. ¶¶ 7, 28. Parisi only ever intended to apply for that loan because the two-
year grace period was appealing considering her upcoming chemotherapy expenses; she
communicated this to Kelley. Parisi Decl. ¶ 21; Compl. ¶ 62. Moreover, the agreement
Kelley emailed to Parisi referred to the Zero-Interest Loan. Parisi Decl. ¶ 33. At the close
of business on November 23, both Parisi and Andersen appeared to believe the window
project would be financed with the aid of Parisi’s Zero-Interest Loan. Thus, any
11 Greensky’s motion attempts to enforce the arbitration provision in the High-Interest Loan
agreement. Thus, determining whether Parisi effectively accepted the Zero-Interest Loan is
unnecessary. Consequently, any dispute of fact regarding such acceptance is immaterial.
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authorization Parisi gave Andersen on November 23 to proceed with the project by
charging Parisi’s Shopping Pass was premised upon this initial set of loan terms. GreenSky
provides no evidence this ever changed.
Because the High-Interest Loan was different in material respects from the Zero-
Interest Loan that Parisi had applied for, it constituted an entirely new offer that needed
acceptance. “In order that an offer and acceptance may result in a binding contract the
acceptance must be . . . identical with the terms of the offer. It must in every respect meet
and correspond with the offer[.]” Anderson v. Garrison, 402 P.2d 873, 877 (Okla. 1965).
GreenSky’s Loan Agreement explicitly states, “THIS IS A DIFFERENT PLAN THAN
REQUESTED.” Doc. 39-3 at 6. A different plan is a different offer. Parisi’s apparent
consent to the Zero-Interest Loan’s terms is not simply transposed to the High-Interest
Loan offer. GreenSky provides no evidence that Parisi communicated with Andersen to
consent to the High-Interest Loan’s terms. Even assuming Andersen had authority to accept
the first offer on Parisi’s behalf, that authority did not extend to any subsequent offers
GreenSky made.
In a last-ditch effort, Defendant attempts to draw the Court’s attention to cases in
which GreenSky successfully compelled arbitration, but the cases cited are factually
distinct from Parisi’s. In Terlizzi v. Altitude Marketing, Inc., the borrowers were compelled
to arbitrate claims against GreenSky because they had electronically signed an Installment
Loan Agreement that was sent to them. 2018 WL 2196090 at *5 (D. Colo. May 14, 2018).
Like Parisi, the Terlizzis were surprised by the actual terms of the loan as compared to
what had been promised by a sales representative. Id. After initially trying to cancel the
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transaction, they were persuaded and “recommitted to the transaction[.]” Id. Parisi neither
committed nor recommitted to a transaction with GreenSky in the same way the Terlizzis
did. In Alfortish v. GreenSky, LLC, the plaintiffs were compelled to arbitrate claims because
they admitted to signing and making payments pursuant to the loan agreement. 16-15084,
2017 WL 699830 at *4 (E.D. La. Feb. 22, 2017). The cases GreenSky cites depict plaintiffs
who actively engaged and transacted with GreenSky and later tried to evade the arbitration
clause. Conversely, Parisi cannot be shown to have ever entered into an agreement with
GreenSky, let alone have made payments pursuant to an agreement.12
Quite simply, Plaintiff and Defendant never had the requisite meeting of the minds
to form a contract. Plaintiff provided any authorization to proceed only under the loan terms
she knew on November 23. On November 29, Defendant sought to bind her to an entirely
different set of terms of which she was unaware based upon a third party’s actions.13 There
is no factual dispute as to whether Plaintiff authorized Andersen to proceed before
November 29 under a different set of loan terms than those presented to her on November
23. Defendant offers only an unidentified transaction ledger to support its conclusion Parisi
accepted these new terms via a Shopping Pass transaction. The evidence presented by
12 Parisi’s case is more akin to Ferguson v. GreenSky, Inc. wherein the formation of an agreement
between the plaintiff and GreenSky was in dispute. 22-15780, 2023 WL 4462126 (9th Cir. July
11, 2023). On appeal, the Ninth Circuit found the parties had not entered into an agreement to
arbitrate all claims as a matter of California law. Ferguson at *2 (“Because the parties did not form
an agreement under the applicable statutory requirements, there is no basis upon which to compel
arbitration.”).
13 While certain terms, such as the arbitration clauses, in the two offers may have been identical,
the financial terms were different. Plaintiff and Defendant never agreed on all essential terms of
an offer, so this arbitration clause was never agreed upon.
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GreenSky goes only to the existence of the transaction, not Parisi’s authorization of it. That
is not sufficient to prove a contract between the parties existed.
Accordingly, no summary trial of factual matters is necessary. GreenSky does not
carry its burden to present sufficient evidence the November 29 transaction was authorized
by Parisi. The conclusory and self-serving affidavit from Mr. Kaliban, supported only by
the transaction ledger, is not sufficient evidence. See Hall v. Bellmon, 935 F.2d 1106, 1111
(10th Cir. 1991). As a matter of law, the parties did not agree to the High-Interest Loan
and, thus, did not agree to arbitrate any disputes. The Defendant’s motion to compel
arbitration is DENIED.
Defendant’s motion to dismiss the case based on improper venue is also DENIED.
Defendant’s sole argument that the Western District of Oklahoma is an improper venue
relies on its assertion an arbitrator’s conference room is the proper venue. The Court rejects
that argument.14
IV. 	CONCLUSION
Defendant’s Motion to Compel Arbitration [Doc. 17] and Motion to Dismiss [Doc.
46] are hereby DENIED for the reasons set forth above.
14 The Court does not address the appropriateness of the Consent Order. Defendant has filed a
Motion objecting to its use in the case, and the Court will address the matter separately. The Court
did not use the Consent Order as a resource in determining its ruling on the instant Motions.
Additionally, Defendant’s arguments regarding the appropriateness of class certification that
comprise the bulk of its Reply Brief [Doc. 65] are premature. The Court will address class
certification at a later date when parties may fully brief the issue.
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IT IS SO ORDERED this 1 st day of December 2023.
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