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Wojtalewicz v. Pioneer Hi-Bred Int'l, Inc.

United States District Court, D. Nebraska

January 23, 2013

TODD WOJTALEWICZ, husband and wife; and KENDRA WOJTALEWICZ, husband and wife; Plaintiffs,
v.
PIONEER HI-BRED INTERNATIONAL, INC., an Iowa corporation; Defendant

Page 1216

For Todd Wojtalewicz, husband and wife, Kendra Wojtalewicz, husband and wife, Plaintiffs: David A. Domina, LEAD ATTORNEY, DOMINA LAW GROUP, Omaha, NE.

For Pioneer Hi-Bred International, Inc., an Iowa corporation, Defendant: Carolyn A. Gunkel, LEAD ATTORNEY, CAROLYN GUNKEL, Clive, IA; Jacob D. Bylund, LEAD ATTORNEY, FAEGRE BAKER DANIELS LLP, Des Moines, IA; Ross W. Johnson, LEAD ATTORNEY, FAEGRE, BAKER LAW FIRM - IOWA, Des Moines, IA.

OPINION

Page 1217

Cheryl R. Zwart, United States Magistrate Judge.

MEMORANDUM AND ORDER

The defendant has moved for an order staying this litigation and compelling arbitration of the claims of Kendra Wojtalewicz and the claims assigned to the plaintiffs by Trey, Cole and Gerald Wojtalewicz, and Quaring Pleasant View Farm, LLC (" Quaring" ). (Filing No. 28). For the reasons discussed below, the motion will be granted.

PROCEDURAL HISTORY

This is the defendant's second motion to stay and compel arbitration. After reviewing the evidence on the first motion, the court concluded the claims held by plaintiff Todd Wojtalewicz in his own right, and not as an assignee of any other person or entity, must be submitted to arbitration. [1]

Page 1218

The court ruled the Pioneer " terms and conditions sheet" sent to Todd Wojtalewicz prior to his purchase of seed corn, and the terms written on the seed corn bags, were an integral part of the sales contract between Todd Wojtalewicz and Pioneer. Those documents contained an arbitration clause, and even assuming Todd Wojtalewicz did not read or sign these documents, he was nonetheless bound by the arbitration clause. The court explained:

The contract between Todd Wojtalewicz and Pioneer is composed of the terms and conditions sheet received by Todd Wojtalewicz before he ordered the seed corn, the oral or written order he placed to purchase the seed, the invoice he received and paid, and the terms located on the seed corn bags as specifically incorporated by reference in the invoice. The arbitration clause was included within the contract; both in the terms and conditions sheet and on the back of the bags.

(Filing No. 21, at CM/ECF p. 9).

But as to Kendra Wojtalewicz' claim and the claims assigned to Todd and Kendra Wojtalewicz by Trey, Cole, and Gerald Wojtalewicz and by Quaring, the court found no evidence of record explaining how these parties could be bound by an arbitration clause in a contract to purchase Pioneer seed corn and, accordingly, nothing to explain why those claims--even as assigned to Todd Wojtalewicz--were subject to arbitration. The court permitted the parties to engage in limited discovery on this issue. (Filing No. 21, at CM/ECF p. 13). Having completed that discovery, the defendant now moves to submit both plaintiffs' claims, and the claims assigned to the plaintiffs, to arbitration.

FACTUAL STATEMENT

Todd and Kendra Wojtalewicz are married and farm in the Howard County, Nebraska area. Their farming operations are separate, but they share their profits and losses on a 60/40 basis; 60% to Todd Wojtalewicz and 40% to Kendra Wojtalewicz. (Filing No. 30-1, at CM/ECF p. 2, Request for Admission 1; Filing No. 34-3, at CM/ECF pp. 15-18). For the purposes of this litigation, Trey, Cole and Gerald Wojtalewicz, and Quaring have assigned their claims to the plaintiffs. (Filing No. 34-3, at CM/ECF p. 21; Filing Nos. 35-2, 35-3, 35-4, 35-5, 35-6). That said, Kendra Wojtalewicz knows nothing about how she received the claim assignments from Trey, Cole, and Gerald Wojtalewicz or from Quaring, (Filing No. 31-2, at 27:2-16), and there is nothing of record indicating she accepted those assignments.

Although not stated in the written assignment, Gerald Wojtalewicz states his claim assignment applies to only his lands farmed by Cole and Trey Wojtalewicz in 2011, and not for any land he farmed himself. (Filing No. 31-4, at 65:20-25). Gerald Wojtalewicz had no farming contract or arrangement with Todd and Kendra Wojtalewicz in 2011. (Filing No. 30-3, at CM/ECF p. 3, Interrogatory 9).

Todd Wojtalewicz handled the daily operations of Todd and Kendra Wojtalewicz' farming businesses. (Filing No. 31-1, at 33:19-22). For the 2011 growing season, Todd Wojtalewicz chose what seed to order and ordered the seed corn for both his own and Kendra Wojtalewicz' farming business. Kendra Wojtalewicz has never purchased Pioneer seed corn in her name only, and played no role in purchasing the 2011 seed corn, instead relying on Todd

Page 1219

Wojtalewicz to handle the purchasing. Kendra Wojtalewicz never received a Pioneer terms and conditions sheet for purchasing seed corn from Pioneer. Todd Wojtalewicz, as the named buyer, received the invoice for purchasing seed corn, and he planted the seed corn in those fields tilled by Todd and Kendra Wojtalewicz. (Filing No. 30-1, at CM/ECF p. 2, Request for Admission 3-6; Filing No. 31-1, at 33:23-25; Filing No. 31-2, at 9:17-24, 14:10-18, 15:22-16:16, 17:1-3, 18:1-19:2, 28:16-21; Filing No. 34-2; Filing No. 34-3, at CM/ECF p. 6).

Kendra Wojtalewicz was not involved in planting corn, and she did not handle or read the Pioneer seed corn bags. (Filing No. 30-1, at CM/ECF p. 3, Request for Admission 8; Filing No. 31-1, at 7:5-7; Filing No. 30-5, at 19:14-16, 20:5-12). After receiving the Pioneer seed corn in preparation for planting, Kendra Wojtalewicz did not return or otherwise reject the product. (Filing No. 31-1, at 19:16-21).

Kendra Wojtalewicz asserts she never authorized Todd Wojtalewicz to agree to arbitrate her claims, and she never knowingly authorized him to enter into a contract on her behalf that required arbitration. By the time her crops were being planted for the 2011 growing season, she had no option other than to plant the Pioneer seed. (Filing No. 34-7, ¶ ¶ 2, 4 & 5).

The Quaring land was one of the parcels farmed by Todd and Kendra Wojtalewicz in 2011. The land was farmed on a crop-share basis; Quaring took a one-third share of the profits and losses, and Todd and Kendra Wojtalewicz received a two-thirds share. Neither Cole nor Trey Wojtalewicz had any farming arrangement with Quaring. Todd and Kendra Wojtalewicz purchased all the inputs, including the seed corn, and planted and tilled the Quaring land. (Filing No. 30-3, at CM/ECF p. 2, Interrogatories 4, 5, & 6; Filing No. 31-1, 63:6-13).

As to the claims currently assigned to the plaintiffs, Gerald Wojtalewicz had verbal 2011 crop-share agreements with Trey Wojtalewicz (North 40, Lucy, and Turkey Lake fields), and a 2011 crop-share agreement with Cole Wojtalewicz (Taylor field). Under each of these crop-share contracts, Gerald Wojtalewicz received a one-third share and Trey or Cole received a two-thirds share. Trey and Cole purchased all the corn seed and other inputs for the land. (Filing No. 30-3, at CM/ECF p. 2, Interrogatories 7 & 8; Filing No. 34-4, at CM/ECF pp. 5-6; Filing No. 34-4, at CM/ECF pp. 9-12; Filing No. 34-5, at CM/ECF pp. 8-9; Filing No. 34-6, at CM/ECF pp. 7-8, 19-20). Gerald Wojtalewicz played no role in deciding what would be planted, or in selecting or purchasing the seed. Gerald Wojtalewicz did not plant the seed or return or otherwise reject the seed corn delivered and planted on his land. (Filing No. 30-6, at 7:13-23; Filing No. 31-1, at 19:9-15; Filing No. 30-7, at 18:12-21, 19:19-22, 20:17-20, 25:4-9, 25:23-26:6, 27:20-28:6; Filing No. 31-4, at 39:22-40:1; Filing No. 34-4, at CM/ECF pp. 6-7; Filing No. 34-5, at CM/ECF pp. 5-7; Filing No. 34-6, at CM/ECF p. 9). Gerald Wojtalewicz has never read the language on any Pioneer seed corn bag, and he was not aware of the arbitration clause. (Filing No. 34-6, at CM/ECF pp.17-18). He states he did not authorize Trey or Cole Wojtalewicz to agree that any claims against Pioneer would be submitted to binding arbitration. (Filing No. 34-11).

Todd Wojtalewicz, in his capacity as a Pioneer salesman, sold the Pioneer seed corn planted by Trey and Cole Wojtalewicz in 2011. (Filing No. 31-1, at 6:16-21). During the planting season in 2011, Cole Wojtalewicz was in ...


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