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Jones v. Home Buyers Warranty Corporation

United States District Court, D. Delaware

May 29, 2018





         Presently before the court in this action for breach of contract and alleged residential construction defects is Petitioners Jason and Amanda Jones' (collectively, "Petitioners") motion to remand the case to the Delaware Court of Chancery. (D.I. 6) Respondents, Home Buyers Warranty Corporation ("HBW") and National Home Insurance Company (A Risk Retention Group) ("NHIC") (together, "Respondents"), oppose the motion. (D.I. 9) For the following reasons, I recommend DENYING Petitioners' motion to remand.


         Petitioners are citizens of the Commonwealth of Pennsylvania. (D.I. 1 at 2) HBW is a Colorado corporation with its principal place of business in Denver, Colorado. (Id.) NHIC is a Colorado corporation with its principal place of business in Denver, Colorado. (Id.) Petitioners executed a sales agreement with BPG Residential Partners IV, LLC ("seller") on March 31, 2004 for the purchase of a new home at 156 Christina Landing in Wilmington, Delaware (the "Home"), which included a warranty (the "Warranty") that provided for binding arbitration to resolve any disputes arising out of any part of the sales agreement. (D.I. 1, Ex. A at 48) HBW is the administrator of the Warranty on the Home, and NHIC is the Warranty insurer. (D.I. 1 at 2)

         On October 15, 2015, Petitioners filed a complaint in the Superior Court of the State of Delaware (the "Superior Court Action")[1] against HBW and NHIC. (D.I. 1, Ex. A at 20) The complaint alleged breach of contract, negligent construction, negligent repair, breach of the Warranty, bad faith, promissory estoppel, consumer fraud, and deceptive trade practices. (Id. at 33-43) Petitioners also sought a declaratory judgment establishing the Warranty as a contract of adhesion and declaring its arbitration provision, waivers, disclaimers, and exclusions as ambiguous, unconscionable, and unenforceable. (Id.)

         On November 30, 2015, HBW and NHIC filed a petition to compel arbitration of Petitioners' claims in the United States District Court for the District of Delaware, invoking diversity jurisdiction. (Id. at 163) On May 4, 2016, in a Report and Recommendation, the court found that, because petitioners claimed $31, 777 in repairs to their home, and also asserted fraud, bad faith, and consumer fraud, for which they sought treble damages, [2] it had diversity jurisdiction pursuant to 28 U.S.C. § 1332. Home Buyers Warranty Corp. v. Jones, 2016 WL 2350103, at *3 (D. Del. May 4, 2016), report and recommendation adopted, 2016 WL 3457006 (D. Del. June 21, 2016). The court granted Respondents' petition to compel arbitration because it found the agreement to arbitrate all claims valid and enforceable[3] and delegated issues of arbitrability (namely, Petitioners' unconscionability argument) to the arbitrator. Id. at *5-6.

         The Report and Recommendation was adopted and clarified on June 21, 2016. Home Buyers Warranty Corp. v. Jones, 2016 WL 3457006, at *3 (D. Del. June 21, 2016). The court held that the Magistrate Judge did not err in concluding Petitioners had agreed to the arbitration provision in the Warranty, and "read the report as deciding only the questions of the existence of the parties' agreement to arbitrate and the terms of that agreement." Id. at *2. The court found that validity challenges to the arbitration provisions, such as challenges relating to unconscionability and enforceability, were distinct from the threshold determination of whether there was an agreement to arbitrate. Id. Namely, the court found only that the parties agreed to arbitrate, but all other validity challenges were to be decided by the arbitrator. Id.

         Following the District Court's adoption of the Report and Recommendation, Petitioners filed a demand for arbitration with the American Arbitration Association ("AAA") on July 22, 2016. (D.I. 1, Ex. A at 367) Petitioners sought "a ruling that the arbitration clause in [the] disputed Warranty [was] not valid or enforceable." (Id.) The purported dollar amount of the claim was indicated as "less than $75, 000." (Id.) On August 19, 2016, Respondents denied all allegations and asserted a counterclaim in the amount of $99, 503.03 "for attorney's fees and costs incurred by [Respondents] in enforcing [Petitioners'] agreement to arbitrate all disputes between the parties." (Id. at 401)

         The AAA assigned the matter to arbitrator Howard D. Venzie, Jr. ("Arbitrator"), who issued the arbitration award on May 10, 2017. (Id. at 403-10) The Arbitrator found the arbitration clause in the Warranty valid and enforceable. (Id. at 409) On June 13, 2017, Petitioners filed an action in the Delaware Court of Chancery to vacate the AAA award. (Id. at 2) On June 16, 2017, Respondents removed the case to this court. (D.I.1) On July 12, 2017, Petitioners filed the instant motion to remand the action to the Court of Chancery. (D.I. 6) On August 9, 2017, Petitioners filed a motion to vacate, modify, or correct the arbitration award, which remains pending. (D.I. 11).


         To remove a case to federal district court, a party must establish that the district court has original jurisdiction by either a federal question or diversity of citizenship. 28 U.S.C. §§ 1331, 1332, 1441. If jurisdiction is based on diversity of citizenship, complete diversity must exist and the amount in controversy must exceed $75, 000. 28 U.S.C. § 1332(a). "Only state court actions that originally could have been filed in federal court may be removed to federal court by the defendant." Kline v. Security Guards, Inc., 386 F.3d 246, 251 (3d Cir. 2004) (quoting Caterpillar Inc. v. Williams, 482 U.S. 386, 392 (1987)). If the case could not have been filed originally in federal court, then removal under 28 U.S.C. § 1441 is improper and remand is appropriate. Id. (citations omitted).

         A federal court must remand a removed case "[i]f at any time before final judgment it appears that the district court lacks subject matter jurisdiction." 28 U.S.C. § 1447(c). The party seeking removal bears the burden of demonstrating that removal is proper. Steel Valley Auth. v. Union Switch Signal Div., 809 F.2d 1006, 1010 (3d Cir. 1987); Zoren v. Genesis Energy, L.P., 195 F.Supp.2d 598, 602 (D. Del. 2002). According to the Third Circuit Court of Appeals, it "is settled that the removal statutes are to be strictly construed against removal and all doubts should be resolved in favor of remand." Steel Valley Auth., 809 F.2d at 1010. In determining whether remand based on improper removal is appropriate, the court "must focus on the plaintiffs complaint at the time the petition for removal was filed." Id.; Abels v. State Farm Fire & Cas. Co., 770 F.2d 26, 29 (3d Cir. 1985). Unless the law gives a different rule, "the sum claimed by the plaintiff controls." St. Paul Mercury Indem. Co. v. Red Cab Co., 303 U.S. 283, 288 (1938).

         IV. ...

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