Plaintiffs Melissa Ransom and All Jakd Up Motorsports, Inc. filed a putative class-action complaint alleging that VyStar Credit Union breached contracts and violated Regulation E through its overdraft fee policies. VyStar moved to compel arbitration based on a provision added to its Membership Agreements on July 1, 2021. When the Plaintiffs opened their accounts, the agreements contained no arbitration clause. VyStar later unilaterally amended the agreements to include a binding individual arbitration and class action waiver. The bank notified members of this change by attaching a notice titled 'Arbitration CIT' to their monthly account statements for two months. Plaintiffs did not see the notice and were unaware of the provision until after the opt-out deadline passed. The district court held a bench trial and refused to compel arbitration, finding that VyStar failed to prove the formation of a valid agreement under Florida law. VyStar appealed, arguing that the notice was adequate because it was accessible within the electronic statement documents.
The Eleventh Circuit reviewed the denial of the motion to compel arbitration de novo, applying Florida state contract law to determine if an agreement existed. The court emphasized that no presumption of arbitrability applies to disputes concerning whether an agreement to arbitrate was actually made. Under Florida law, VyStar bore the burden of proving that Plaintiffs manifested assent to the new terms. The court analyzed whether Plaintiffs' silence and continued use of their accounts constituted acceptance of the arbitration offer. The court found that the duty to examine periodic statements for unauthorized transactions did not extend to reviewing attached notices for new contractual terms. The court noted that the E-Statement Agreement distinguished between 'statements' and 'notices,' and VyStar failed to provide instructions on how to access the attached notices. Unlike prior notices of changes in terms, the Arbitration CIT offered an opportunity to opt out, making it a distinct offer to enter a new agreement. The court held that mere accessibility of the notice within a PDF document was insufficient to put a reasonably prudent person on inquiry notice. Without explicit indication that a new offer existed or instructions on how to access it, Plaintiffs' silence could not be treated as assent.
The decision affirms that financial institutions cannot rely on passive notice mechanisms, such as attaching arbitration clauses to standard account statements, to enforce arbitration agreements. VyStar must now prove that members had actual or constructive notice of the arbitration offer through more conspicuous means. The ruling limits the ability of banks to unilaterally amend contracts to include arbitration provisions via electronic attachments without clear, separate instruction. The case remains open for the underlying claims regarding overdraft fees and Regulation E violations to proceed in district court.
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