Opinion
CASE NO. 20-CIV-60657-RAR
2020-07-20
OFFSHORE MARINE TOWING, INC., a Florida corporation, Plaintiff, v. Arturo GISMONDI, in personam, and "M/V SEA U L8TER," a 2018 53-foot HCB, document number 1297047, her engines, tender, tackle, equipment, furnishings, and appurtenances, in rem, Defendants.
Antonisha Lyniece Baker, Naples, FL, Jacob John Munch, Catherine Munch Saylor, Munch and Munch, P.A., Tampa, FL, Charles Stuart Davant, Davant Law, P.A., Fort Lauderdale, FL, for Plaintiff. Scott Andrew Wagner, Wagner Legal, Miami, FL, Anthony John Cuva, Bajo, Cuva, Cohen & Turkel, P.A., Tampa, FL, for Defendants.
Antonisha Lyniece Baker, Naples, FL, Jacob John Munch, Catherine Munch Saylor, Munch and Munch, P.A., Tampa, FL, Charles Stuart Davant, Davant Law, P.A., Fort Lauderdale, FL, for Plaintiff.
Scott Andrew Wagner, Wagner Legal, Miami, FL, Anthony John Cuva, Bajo, Cuva, Cohen & Turkel, P.A., Tampa, FL, for Defendants.
ORDER GRANTING PLAINTIFF'S MOTION TO ENFORCE THE ARBITRATION AGREEMENT AND TO STAY CASE
RODOLFO A. RUIZ II, UNITED STATES DISTRICT JUDGE
THIS CAUSE comes before the Court on Plaintiff Offshore Marine Towing, Inc.’s Motion to Enforce the Arbitration Agreement and to Stay Case ("Motion") [ECF No. 36], filed on May 19, 2020. The Court held a hearing on May 21, 2020 [ECF No. 41]. Having reviewed the Motion, Defendants’ Response in Opposition ("Response") [ECF No. 38], Plaintiff's List of Supplemental Cases in Support of Its Motion to Compel Arbitration [ECF No. 42], Plaintiff's Limited Reply [ECF No. 44], and being otherwise fully advised in the premises, it is hereby
ORDERED and ADJUDGED that Plaintiff's Motion is GRANTED as explained herein.
BACKGROUND
Plaintiff Offshore Marine Towing, Inc. is a maritime salvage company operating in Broward County, Florida. Am. Compl. [ECF No. 3] ¶ 2. On March 19, 2020, the SEA U L8TER, a 2018 53-foot HCB, document number 1297047 ("Vessel"), ran aground at the Hillsboro Inlet during daylight hours. Id. at ¶ 7. Thereafter, the Vessel was approached by one of Plaintiff's representatives, Captain Cole Sisler. Id. at ¶ 7. Sisler offered to tow the Vessel out of the jetty, but required the owner of the Vessel, Arturo Gismondi, to sign a "Standard Form Marine Salvage Contract" ("Salvage Contract") [ECF No. 3-1]. After Gismondi signed the Salvage Contract, Sisler summoned an inflatable boat to tie a line to the Vessel and free the Vessel from the sand and into the water. Am. Compl. ¶¶ 10-11. Once in the water, the Vessel was able to proceed without issue on its own power back to Gismondi's home. Id. at ¶ 13.
On March 30, 2020, Plaintiff filed an Amended Complaint, seeking $220,000 for the alleged salvage services rendered to the Vessel. Id. at ¶ 18. That same day, the Court granted Plaintiff's Motion for Issuance of Warrant of Arrest for the Vessel. See Order Directing Clerk to Issue Warrant of Arrest [ECF No. 9]. On April 9, 2020, Gismondi posted $330,000 into the Court Registry and filed a Stipulation for Release of Vessel or Property [ECF No. 20]. The following day, the Court entered an Order directing the release of the Vessel. See Order Directing the Release of a Vessel or Property [ECF No. 21]. Defendants then filed a Motion seeking to reduce the security amount posted, arguing that the labor expended by Plaintiff did not exceed $1,800. See Defendants’ Motion for Prompt Post-Seizure Show Cause Hearing [ECF No. 25]. The Court set a telephonic hearing on Defendants’ Motion for May 21, 2020. Two days before the telephonic hearing, Plaintiff filed a Motion to Enforce the Arbitration Agreement and to Stay the Case [ECF No. 36]. In order to proceed with the scheduled hearing, the Court ordered an expedited response to Plaintiff's Motion to Enforce the Arbitration Agreement.
On May 21, 2020, the Court heard argument on both Defendants’ Motion to Reduce the Security Amount and Plaintiff's Motion to Compel Arbitration. At the hearing, Plaintiff requested an opportunity to file supplemental authorities in support of its Motion to Compel Arbitration, which were filed on May 25, 2020 [ECF No. 42]. On June 25, 2020, the Court ordered Plaintiff to file a limited reply to Defendants’ Response in Opposition, which Plaintiff filed on July 2, 2020 [ECF No. 44].
Currently before the Court is Plaintiff's Motion to Compel Arbitration. At the hearing, all parties agreed that the Salvage Contract does not relegate the decision of arbitrability to an arbitrator. Thus, the Court is empowered to determine the enforceability of the arbitration clause.
LEGAL STANDARD
The Federal Arbitration Act provides that written arbitration agreements "in any maritime transaction ... shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract." 9 U.S.C. § 2. "This provision reflects both a liberal federal policy favoring arbitration, and the fundamental principle that arbitration is a matter of contract." Inetianbor v. CashCall, Inc. , 768 F.3d 1346, 1349 (11th Cir. 2014) (internal quotation marks and citation omitted, alteration adopted). "When deciding whether the parties agreed to arbitrate a certain matter (including arbitrability), courts generally ... should apply ordinary state-law principles that govern the formation of contracts." First Options of Chicago, Inc. v. Kaplan , 514 U.S. 938, 944, 115 S.Ct. 1920, 131 L.Ed.2d 985 (1995) (citations omitted); see also Caley v. Gulfstream Aerospace Corp. , 428 F.3d 1359, 1368 (11th Cir. 2005). "Under both federal statutory provisions and Florida's arbitration code, there are three elements for courts to consider in ruling on a motion to compel arbitration of a given dispute: (1) whether a valid written agreement to arbitrate exists; (2) whether an arbitrable issue exists; and (3) whether the right to arbitration was waived." Seifert v. U.S. Home Corp., et al. , 750 So. 2d 633, 636 (Fla. 1999) (citation omitted).
"By its terms, the [FAA] leaves no place for the exercise of discretion by a district court, but instead mandates that district courts shall direct the parties to proceed to arbitration on issues as to which an arbitration agreement has been signed." Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 218, 105 S.Ct. 1238, 84 L.Ed.2d 158 (1985) (emphasis in original) (citation omitted). Thus, if the criteria above are satisfied, a court must issue an order compelling arbitration. See John B. Goodman Ltd. P'ship v. THF Constr., Inc. , 321 F.3d 1094, 1095 (11th Cir. 2003) (citations omitted) ("Under the FAA ... a district court must grant a motion to compel arbitration if it is satisfied that the parties actually agreed to arbitrate the dispute."). Moreover, "[f]ederal law counsels that questions of arbitrability, when in doubt, should be resolved in favor of arbitration." Employers Ins. of Wausau v. Bright Metal Specialties, Inc. , 251 F.3d 1316, 1322 (11th Cir. 2001) (citation omitted).
ANALYSIS
Plaintiff argues that Gismondi's signature on the Salvage Contract is sufficient to compel this matter to arbitration. Mot. at 1–2. Understandably, Plaintiff's argument relies heavily on Section 6 of the Salvage Contract, which states, in relevant part, as follows:
As a perfunctory matter, the Court notes that Plaintiff's Motion relies on the legal framework set forth in Chastain v. Robinson-Humphrey Co., Inc. , 957 F.2d 851 (11th Cir. 1992). Mot. at 3–4. However, this framework has been resoundingly rejected by the Eleventh Circuit. See Bazemore v. Jefferson Capital Sys., LLC , 827 F.3d 1325, 1330 (11th Cir. 2016) (noting that in the nearly quarter-century since Chastain was decided, no published decision in the Eleventh Circuit has relied on it for the proposition that the burden is on the party denying the existence of an arbitration agreement to substantiate the denial with proof); see also Larsen v. Citibank FSB , 871 F.3d 1295, 1303 n.1 (11th Cir. 2017) (same). Thus, the Court has considered Plaintiff's arguments on the merits pursuant to the proper legal framework.
In the event of any dispute regarding this salvage or concerning the reasonableness of any fees or charges due hereunder, all parties agree to binding arbitration pursuant to The Boat Owners’ Association of the United States’ Salvage Arbitration Plan.
Because the parties do not dispute that Gismondi signed the Salvage Contract, Plaintiff maintains that the Court must compel arbitration pursuant to Section 6. Mot. at 3. In response, Defendants advance several reasons why this Court should find that the Salvage Contract is unenforceable in its entirety, or alternatively, that the arbitration clause itself is invalid. See generally , Resp. The Court shall address each of Defendants’ arguments in turn.
A. Enforceability of Entire Contract
First, Defendants argue that the entire Salvage Contract is unenforceable as a matter of law because it lacks a specified price term and a precise description of the services to be rendered. See Resp. at 4–6. Defendants cite Reliable Salvage & Towing, Inc. v. 35’ Sea Ray , for the proposition that a mere signature does not transform an otherwise ambiguous agreement into a contract. No. 2:09-cv-329-FtM-99SPC, 2011 WL 1058863, at *1 (M.D. Fla. Mar. 21, 2011). While the Court agrees with the general principle that a contract lacking an essential term is generally unenforceable, in the context of a motion to compel arbitration, both the Supreme Court and the Eleventh Circuit have held that arbitration clauses are separable from the contracts in which they are included. See Prima Paint Corp. v. Flood & Conklin Mfg. Co. , 388 U.S. 395, 404, 87 S.Ct. 1801, 18 L.Ed.2d 1270 (1967) ; see also John B. Goodman Ltd. P'ship , 321 F.3d at 1096. Under the "separability" doctrine, "once the court is satisfied that the parties actually agreed to arbitrate the dispute, it is for the arbitrator to decide whether the contract containing the valid agreement to arbitrate is itself enforceable." John B. Goodman Ltd. P'ship , 321 F.3d at 1096 ; see also W.G. Yates & Sons Const. Co. v. Ard Contracting, Inc. , No. 2:04-CV-00664-WKW, 2008 WL 942027, at *3 (M.D. Ala. Apr. 7, 2008) (explaining that because arbitration clauses are separable from the contracts in which they are included, "the court must confine its validity analysis to the arbitration agreement itself.") (citations omitted).
Thus, while this Court is empowered to determine issues relating to the arbitration clause itself, claims regarding the enforceability of the contract generally must be resolved by the arbitrator. Here, at its core, Defendants are challenging the validity of the contract—not whether an enforceable arbitration clause exists. Stated differently, Defendants are not attacking the arbitration clause on an independent basis, but rather arguing that the entire Salvage Contract lacks specificity. But when faced with a presumptively valid agreement to arbitrate, the question of whether the contract is generally unenforceable under Florida law is for the arbitrator, not the Court. See John B. Goodman Ltd. P'ship , 321 F.3d at 1096 ; see also Post Tensioned Eng'g Corp. v. Fairways Plaza Assocs. , 412 So. 2d 871, 873 (Fla. 3d DCA 1982) ("[T]he role of the court in deciding, ab initio, whether arbitration may be compelled is limited to determining whether an enforceable arbitration clause exists.") (citations omitted). Accordingly, Defendants’ argument in this regard is unpersuasive.
B. Second Page of Salvage Contract
Next, Defendants contend that Gismondi "recalls only seeing one page" of the Salvage Contract, which did not contain the arbitration clause at issue. Resp. at 6–7. Specifically, Defendants allege that Gismondi does not "recall" seeing the first page of the Salvage Contract, which is the page that includes the arbitration clause. Id. But beyond these generic factual allegations, Defendants make no legal argument in this regard. Indeed, Defendants do not cite a single case or legal proposition. To the extent Defendants are arguing that the Salvage Contract is procedurally unconscionable, Defendants have not advanced facts or law to substantiate the same, and it is not the role of the Court to develop an otherwise unexplained legal argument. See, e.g. , McCollough Enterprises, LLC v. Marvin Windows & Doors , No. 09-0573-WS-B, 2010 WL 5014670, at *1 n.1 (S.D. Ala. Dec. 2, 2010) ("[F]ederal courts are loath to become advocates for the parties or to formulate arguments that the parties could have presented but did not.") (citations omitted); Clayton v. Nationwide Mut. Ins. Co., 260 F. Supp. 3d 514, 521 (D.S.C. 2017) (a "court has no obligation to fashion arguments for a party or to further develop a party's argument when it is wholly conclusory, unexplained, and unadorned with citation to legal authority.") (citations omitted).
Moreover, even if the Court could divine their legal argument, Defendants never filed the referenced sworn statement by Gismondi that would substantiate Defendants’ factual allegations. See Resp. at 6 n.2. Given the absence of meaningful legal analysis and substantiated factual allegations, the Court cannot deny Plaintiff's Motion on this ground.
C. Contractual Ambiguity
Defendants posit that the Salvage Contract's arbitration provision is ambiguous and should be construed against the drafter. Resp. at 7. Whether a maritime contract is ambiguous is a question of law for the court. F.W.F., Inc. v. Detroit Diesel Corp. , 494 F. Supp. 2d 1342, 1357 (S.D. Fla. 2007), aff'd , 308 F. App'x 389 (11th Cir. 2009). In interpreting a contract under Florida law, the Court "give[s] effect to the plain language of [the] contrac[t] when that language is clear and unambiguous." Equity Lifestyle Properties, Inc. v. Fla. Mowing And Landscape Serv., Inc. , 556 F.3d 1232, 1242 (11th Cir. 2009) (citations omitted). The Court's "duty is to interpret the contract as a whole, not each term in a vacuum." Caron v. NCL (Bahamas), Ltd. , 910 F.3d 1359, 1367 (11th Cir. 2018). A provision or term "will be deemed ambiguous where it is reasonably susceptible to more than one interpretation." F.W.F., Inc., 494 F. Supp. 2d at 1357–58 (internal quotation marks and citations omitted). Under both Florida law and federal maritime law, ambiguity in a maritime contract is construed against the drafter. St. Paul Fire & Marine Ins. Co. v. Lago Canyon, Inc. , 561 F.3d 1181, 1191 n.19 (11th Cir. 2009) ; Swire Pac. Holdings, Inc. v. Zurich Ins. Co., 845 So. 2d 161, 165 (Fla. 2003).
Here, Defendants contend that Sections 6 and 7 of the Salvage Contract are inherently ambiguous because Section 6 contemplates arbitration, whereas Section 7 provides for resolution of disputes in federal court. Consequently, Defendants urge the Court to resolve this alleged ambiguity in Defendants’ favor. Resp. at 8. In relevant part, Section 6 states:
In the event of any dispute regarding this salvage or concerning the reasonableness of any fees or charges due hereunder, all parties agree to binding arbitration pursuant to The Boat Owners’ Association of the United States’ Salvage Arbitration Plan.
While Section 6 clearly contemplates the use of arbitration to resolve any dispute regarding the salvage or concerning the reasonableness of fees, Section 7 envisions some recourse in federal court:
It is understood that services performed hereunder are governed by the Admiralty and Maritime Jurisdiction of the Federal Courts and create a maritime lien against the Vessel and its appurtenances, or its posted security. Salvor's lien shall be preserved until payment. Salvor agrees in lieu of an arrest or attachment to accept from the Vessel's Underwriter, a Letter of Undertaking (acceptable in form and content) for an amount one and one-half (1.5) times the presented billing with a copy of the insurance policy and coverage information. If the Vessel is uninsured or its Underwriter cannot provide a Letter of Undertaking, Owner agrees to post a Surety Bond with Salvor's designated Escrow Agent in an amount equal to one and one-half (1.5) times the Salvor's bill. If no Letter of Undertaking is provided from an insurance company approved by Salvor, or Owner does not post a Surety Bond, Salvor may at its option litigate rather than arbitrate and may have the Vessel arrested and taken into the custody of the United States Marshall (sic ) pending receipt of payment in full. In any event, the Vessel shall not, without the consent of Salvor, be removed from the port of delivery, until Salvor deems its payment secure. Salvor may satisfy collection of fees or charges hereunder by recourse to any security posted and shall also be entitled to any costs incurred in collection of payments due hereunder including reasonable attorney's fees whether or not suit is brought and for representation in both the Trial and Appellate Courts.
Although at first blush the Salvage Contract appears to be contradictory in its simultaneous requirement of arbitration and its presumption of federal court jurisdiction, in reality, there is only one way to read both of these sections together. Read in context, Section 6 mandates arbitration concerning "any dispute regarding salvage,"—as is the case here—while Section 7 contemplates the use of federal courts for purposes of securing a maritime lien and resolving issues concerning the arrest of the vessel and the posted security. See Wash. Nat'l Ins. Corp. v. Ruderman, 117 So. 3d 943, 948 (Fla. 2013) (holding that where a contract is unambiguous, it must be interpreted in accordance with its plain meaning so as to give effect to the contract as a whole); City of Homestead v. Johnson , 760 So. 2d 80, 84 (Fla. 2000) (explaining that courts are required "to read provisions of a contract harmoniously in order to give effect to all portions thereof."); see also Bombardier Capital Inc. v. Progressive Mktg. Grp., Inc. , 801 So. 2d 131, 134 (Fla. 4th DCA 2001) (holding that a court may draw reasonable inferences from unambiguous contract language to determine what the parties intended).
Defendants’ best argument in this regard is that Section 7 does not explicitly state that federal courts may be used only for purposes of securing a maritime lien and posted security. But there is no other way to read the Salvage Contract as a whole—and to make sense of Section 6—if Section 7 is not cabined to issues relating to the maritime lien. If the Court were to adopt Defendants’ argument that the salvage dispute is properly before this Court, the arbitration clause in Section 6 would be unacceptably rendered meaningless. See Hirsch v. Jupiter Golf Club LLC , 232 F. Supp. 3d 1243, 1253–54 (S.D. Fla. 2017) ("[W]hen interpreting multiple provisions in contracts, courts ‘will not interpret a contract in such a way as to render provisions meaningless when there is a reasonable interpretation that does not do so. Instead, courts must strive to interpret a contract in such a way as to give meaning to all provisions while doing violence to none.") (quoting Bethany Trace Owners’ Ass'n, Inc. v. Whispering Lakes, I, LLC , 155 So. 3d 1188, 1192 (Fla. 2d DCA 2014) ).
Moreover, unlike Section 7, the language in Section 6 is broad and all-encompassing: "In the event of any dispute regarding this salvage or concerning the reasonableness of any fees or charges due hereunder, all parties agree to binding arbitration." Salvage Contract § 6 (emphasis added). Thus, the only way to give meaning to both Sections 6 and 7 is to read the language in Section 7 in the context of permitting the use of federal courts to address the maritime lien and posted security. Indeed, the entirety of Section 7 deals with creating a maritime lien, posting security, arresting the vessel, and undertaking other related issues—all of which an arbitration panel would be ill-suited to adjudicate. See U.S.B. Acquisition Co., Inc. v. Stamm , 660 So. 2d 1075, 1080 (Fla. 4th DCA 1995) ("Every provision in a contract should be given meaning and effect and apparent inconsistencies reconciled if possible. If clauses in a contract appear to be repugnant to each other, they must be given such an interpretation and construction as will reconcile them if possible.") (internal citations omitted).
In sum, simply because the Salvage Contract requires some analysis to interpret it, does not render the agreement ambiguous. See Swire , 845 So. 2d at 165 (noting that "simply because a provision is complex and requires analysis for application, it is not automatically rendered ambiguous."); see also F.W.F., Inc. , 494 F. Supp. 2d at 1357 ("It is important to note ... that a maritime contract is not ambiguous merely because one of the parties disputes its proper interpretation.") (citation omitted). Here, it is abundantly clear from Section 6 that arbitration is required with respect to any dispute concerning salvage and fees, like the current dispute before the Court. Perhaps in recognition of the proper interplay between Sections 6 and 7, Defendants do not advance two susceptible readings of the Salvage Contract as required to illustrate the alleged ambiguity. Therefore, Defendants’ argument fails to persuade.
The Salvage Contract does permit the salvor—but not Defendants—to litigate rather than arbitrate, but Plaintiff has not opted to litigate and neither party has raised arguments concerning the unilateral nature of this specific provision.
D. Incorporation of Arbitration Plan
Defendants allege that the arbitration clause contained in Section 6 is unenforceable because it is not properly incorporated into the Salvage Contract. See Resp. 8–11. In particular, Defendants fault Plaintiff for not attaching the referenced Boat Owners’ Association of the United States’ Arbitration Plan [ECF No. 38-1] ("Arbitration Plan") to the Salvage Contract, and for failing to specify the terms and procedures of the Arbitration Plan in the Salvage Contract. Id. at 10. Defendants rely primarily on Fantis and Gomez , two cases where courts invalidated contractual provisions due to the parties’ failure to properly incorporate separate terms and conditions into the contracts at issue. See Fantis v. Flywheel Sports, Inc., No. 18-24934-CIV, 2019 WL 1582957, at *1 (S.D. Fla. Mar. 11, 2019) ; Gomez Packaging Corp. v. Smith Terminal Warehouse Co., Inc. , No. 11-21992-CIV, 2011 WL 13223733, at *9 (S.D. Fla. Sept. 12, 2011). Fantis involved an agreement that provided users in an exercise class with generic language stating that by signing up for the class they agreed to separate Terms of Use, which included an arbitration clause. Similarly, Gomez involved a contract that made mere reference to separate Terms and Conditions which defendants sought to enforce as part of the signed agreement. This case is different.
Here, it is undisputed that Gismondi was presented with—and signed—the Salvage Contract, which clearly contains an arbitration clause in Section 6 of the agreement. Thus, unlike Fantis and Gomez , this is not a case where Plaintiff is seeking to enforce an arbitration clause contained in a separate, unseen agreement. The Fantis Court noted this important distinction, remarking that it "is different from those cases where a party was presented with terms either in written form or through a hyperlink and simply chose not to read them before entering into a contract." 2019 WL 1582957 at *8 ; see also Herrera Cedeno v. Morgan Stanley Smith Barney, LLC , 154 F. Supp. 3d 1318, 1326 (S.D. Fla. 2016) (finding arbitration clause enforceable where plaintiff signed an application which incorporated by reference the client agreement containing the arbitration clause).
To the extent Defendants are arguing that the Arbitration Plan—as distinct from the arbitration clause—is not properly incorporated into the Salvage Contract, the Court disagrees. Under Florida law, "[a] document may be incorporated by reference in a contract if the contract specifically describes the document and expresses the parties’ intent to be bound by its terms." Mgmt. Computer Controls, Inc. v. Charles Perry Const., Inc. , 743 So. 2d 627, 631 (Fla. 1st DCA 1999). While the contract must contain more than a mere reference to the collateral document, "[i]t is sufficient if the general language of the incorporating clause reveals an intent to be bound by the terms of the collateral document." Id.
Defendants argue that there is only a "mere reference" to the Arbitration Plan in the Salvage Contract, thereby rendering the clause unenforceable. Resp. at 11-12. But the Salvage Contract dedicates an entire section of the agreement to the arbitration clause, and in doing so unequivocally notes that "all parties agree to binding arbitration pursuant to The Boat Owners’ Association of the United States’ Salvage Arbitration Plan." Salvage Contract § 6. This sufficiently describes the document at issue and evinces an intent to be bound by the terms of the collateral document. See, e.g. , Kaye v. Macari Bldg. & Design, Inc. , 967 So. 2d 1112, 1114 (Fla. 4th DCA 2007) ; see also Powers Marine Serv. LLC v. Nauti Cat Charters, LLC , No. 1:12-cv-20333, 2012 WL 12905980, at *2 (S.D. Fla. Aug. 2, 2012). E. Fraud and Duress
Defendants’ fraud and duress argument is a virtual replica of their argument alleging inequity because of Plaintiff's alleged failure to show Gismondi both pages of the Salvage Contract. Resp. at 12. Like the first iteration of this argument, the second fares no better. Defendants advance no legal argument that supports a finding of fraud or duress, or any case law to support their propositions. Accordingly, the Court cannot deny Plaintiff's Motion on this basis.
F. Unfair and Unconscionable
Defendants also advance a one-paragraph equitable argument alleging the Arbitration Plan is fundamentally unfair because it is "run by the Plaintiff's parent company, of which Plaintiff is their franchisee." Resp. at 13. Thus, Plaintiff purportedly selects the forum, the rules, and the general parameters of the arbitration. Id. But, again, Defendants do little beyond allege these blanket inequities. There is no citation to the law, no analysis of substantive or procedural unconscionability, and, perhaps most importantly, no evidence or citations to the attached Arbitration Plan, which would permit the Court to properly analyze Defendants’ argument. Ultimately, while Defendants’ argument appeals to logic, it does not suffice to carry Defendants’ burden of proving that the claims at issue are unsuitable for arbitration. See Green Tree Financial Corp. v. Randolph , 531 U.S. 79, 91, 121 S.Ct. 513, 148 L.Ed.2d 373 (2000) ("[T]he party resisting arbitration bears the burden of proving that the claims at issue are unsuitable for arbitration.").
G. Judicial Admissions
Finally, Defendants argue that the Court should deny Plaintiff's Motion because Plaintiff has admitted in prior briefing that the salvage services performed were voluntary. Resp. at 13. Defendants allege that in admitting its services were voluntary, Plaintiff has forfeited the ability to claim its services were rendered pursuant to a contract. Id. But Defendants’ argument is a non-sequitur. The fact that Plaintiff voluntarily chose to assist Defendants says nothing about whether or not such services were rendered pursuant to a contract. Thus, Defendants’ final argument is unavailing.
CONCLUSION
For the foregoing reasons, it is hereby
ORDERED AND ADJUDGED that Plaintiff's Motion to Enforce the Arbitration Agreement and to Stay Case ("Motion") [ECF No. 36] is GRANTED . The parties must arbitrate their salvage dispute and any claim concerning the reasonableness of fees or charges. Accordingly, this case is ADMINISTRATIVELY CLOSED . The Court retains jurisdiction to resolve Defendants’ Motion for Prompt Post-Seizure Show Cause Hearing [ECF No. 25], regarding the posted security, and any other related issues.
DONE AND ORDERED in Fort Lauderdale, Florida, this 20th day of July, 2020.