TRI STAR IMPORTS INC v. JACKSON LEWIS (2026)

Introduction

Jackson Lewis, P.C. and Carrie Kinsella (collectively “Law Firm”) appeal the circuit court's (“trial court's”) decision in favor of Tri-Star Imports, Inc., d/b/a Mercedes-Benz of St. Louis (“Client” or “Client Tri-Star”) which denied Law Firm's motion to dismiss, or in the alternative, to stay proceedings and compel arbitration (“Motion to Compel Arbitration” or “Motion”). We affirm.

Factual and Procedural Background

In 2018, Client sought legal representation from Law Firm relating to two hostile-work-environment complaints from two of Client's employees. A contract for legal services, dated July 27, 2018, was prepared for Law Firm's representation of Client (“Contract”) and was signed by both parties. Relevant to this appeal, the Contract contains an arbitration agreement under a section titled “Dispute Resolution,” in which the parties “agree that any dispute between [them] arising out of, or relating to, this [Contract], or the breach thereof, shall be resolved by binding arbitration between the parties.” Additionally, the arbitration agreement in relevant part states: “Arbitration shall be in accordance with the Uniform Arbitration Act of Missouri. The dispute will be resolved by a single arbitrator to be selected by the parties.[ ] The arbitrator must be an attorney in good standing [in] Missouri.”

The instant case arises from a petition filed by Client Tri-Star against Law Firm alleging, inter alia, a legal malpractice claim relating to previous litigation in which Law Firm represented Client on the hostile-work-environment complaints from two of Client's employees. In response to this petition, Law Firm filed, inter alia, a Motion to Compel Arbitration based on the arbitration agreement in the Contract. Furthermore, Law Firm sought a stay of court proceedings “pursuant to the Uniform Arbitration Act of Missouri and ․ [chapter] 435․ [because] [s]ection 435.355 [RSMo] states that any action or proceeding involving an issue subject to arbitration shall be stayed.”¹

Client later filed suggestions in opposition to Law Firm's Motion to Compel Arbitration arguing, inter alia, Law Firm could not compel arbitration because the arbitration agreement violates section 435.460 of the Missouri Uniform Arbitration Act (“MUAA”) by failing to include the mandatory notice statement required under the statute.²

Thereafter, Law Firm filed a reply in support of its Motion to Compel Arbitration and attached an affidavit of J.L., “the Managing Principal for the St. Louis Office of [Law Firm].” For the first time, Law Firm argued “a failure to comply with [section] 435.460 [ ] is not fatal to an arbitration [agreement]” when “a dispute is subject to the Federal Arbitration Act [(“FAA”)].”³ Relying on the affidavit, Law Firm asserted the enforceability of the arbitration agreement is governed by the FAA, and not the MUAA, because “[t]he parties are from different states, some of the work on the underlying dispute was performed in Texas, and payments of [Law Firm's] fees for the underlying dispute[ ] utilized the U.S. Mail and interstate wire services.” Client Tri-Star later filed a surreply in opposition to Law Firm's Motion, addressing, inter alia, Law Firm's assertions relating to FAA governance.⁴

Upon consideration of the parties’ filings and arguments at a hearing, the trial court entered a decision in favor of Client Tri-Star, denying Law Firm's Motion to Compel Arbitration. In doing so, the trial court found, inter alia, the arbitration agreement violates section 435.460 of the MUAA by failing to include the mandatory notice statement. Law Firm filed this appeal shortly thereafter.

Discussion

Law Firm raises two points on appeal arguing the trial court erred in denying their Motion to Compel Arbitration against Client Tri-Star. Regardless of whether the reasoning for the trial court's decision is wrong or insufficient, this Court will affirm a trial court's decision on any ground supported by the record. See EM Medical, LLC v. Stimwave LLC, 626 S.W.3d 899, 906 (Mo. App. E.D. 2021); see also Burke v. Goodman, 114 S.W.3d 276, 278-79 (Mo. App. E.D. 2003). Accordingly, we need not address Law Firm's first point on appeal because we find Law Firm's second point on appeal to be dispositive. See Lopez v. GMT Auto Sales, Inc., 656 S.W.3d 315, 320, 324 (Mo. App. E.D. 2022) (similarly holding when finding one point was dispositive of the appeal).

Law Firm's second point on appeal argues the trial court erred in finding the arbitration agreement unenforceable against Client Tri-Star because a failure to include the mandatory notice statement required under section 435.460 of the MUAA is inconsequential to the arbitration agreement's enforceability as Law Firm asserts the arbitration agreement is governed by the FAA. As a result, the only dispositive issues before us are: (1) whether the MUAA or the FAA applies to the arbitration agreement; and (2) if the MUAA applies, whether the arbitration agreement complies with section 435.460 of the MUAA. For the reasons discussed below, we hold: the MUAA applies to the arbitration agreement; and the arbitration agreement does not comply with section 435.460 of the MUAA.⁵

Standard of Review

This Court reviews de novo the question of whether a motion to compel arbitration should have been granted.⁶ Dill v. Hale, 717 S.W.3d 357, 360 (Mo. App. E.D. 2025); see also Abram v. TitleMax of Missouri, Inc., 684 S.W.3d 74, 87 (Mo. App. E.D. 2023). We also review de novo whether the arbitration agreement is valid and enforceable. Dill, 717 S.W.3d at 360. In determining the validity of an arbitration agreement, we apply Missouri contract law. Id. at 361.

The MUAA Applies to the Parties’ Arbitration Agreement

Generally, the FAA governs the applicability and enforceability of arbitration agreements involving interstate commerce. Eaton v. CMH Homes, Inc., 461 S.W.3d 426, 431 (Mo. banc 2015); Fiordelisi v. Mt. Pleasant, LLC, 254 S.W.3d 120, 125 (Mo. App. E.D. 2008). The United States Supreme Court, in Allied-Bruce Terminix Companies, Inc. v. Dobson, interpreted the phrase “involving [interstate] commerce” as meaning “affecting [interstate] commerce.” 513 U.S. 265, 273-77 (1995); see also Fiordelisi, 254 S.W.3d at 125 (citation omitted). Missouri courts have used “involving [interstate] commerce” broadly in the applicability of the FAA to arbitration agreements. See Fiordelisi, 254 S.W.3d at 125 (finding courts “have found involvement with interstate commerce where the parties resided in different states, the parties used the U.S. Postal System, employees crossed state lines, or materials were transported across state lines”). Accordingly, state courts must apply federal law when an arbitration agreement falls within the FAA. See id.

In contrast, “the FAA does not preempt state law in cases where the parties have expressly agreed that state law will govern arbitration agreements.” Id. As a result, the FAA does not preempt the MUAA where the parties have expressly agreed that Missouri law governs an arbitration agreement. Id.

In this case, the parties’ arbitration agreement in relevant part states: “Arbitration shall be in accordance with the [MUAA].” In its arguments on appeal, Law Firm is, in essence, asking us to ignore this language within the arbitration agreement because the Contract allegedly involves interstate commerce, but this we cannot do. Regardless of whether the Contract involves interstate commerce, the parties expressly agreed the MUAA would govern future arbitration proceedings. See Fiordelisi, 254 S.W.3d at 125 (finding, under similar circumstances, “the [MUAA] applies ․ rather than the FAA, even if the parties’ contract were determined to involve [interstate] commerce”) (internal quotation marks omitted). Consistent with Missouri case law, we hold that when parties expressly agree to apply state law in arbitration proceedings, state law will govern as to the enforceability of arbitration, even if the parties’ contract is determined to involve interstate commerce. See id. at 125-26; Teltech, Inc. v. Teltech Communications, Inc., 115 S.W.3d 441, 445 (Mo. App. W.D. 2003). Our holding is also consistent with United States Supreme Court precedent – Volt Information Sciences, Inc. v. Board of Trustees of Leland Stanford Junior University, 489 U.S. 468 (1989), which similarly found that when parties to an arbitration agreement expressly agreed to “abide by state rules of arbitration” under a choice-of-law clause, the FAA will not preempt enforcement of arbitration proceedings and state law will govern, even when the contract involves interstate commerce. Id. at 470-79; but cf. Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 397-98, 397 n.1, 401-02 (1967) (finding the FAA applied to a contract involving interstate commerce under circumstances, unlike those in this case, where the parties did not contemplate state law within the arbitration agreement) (citing to a similar version, for all relevant purposes, of the FAA in effect from July 30, 1947, to September 2, 1954).

Based on the foregoing, we conclude the MUAA applies to the parties’ arbitration agreement, not the FAA. See Fiordelisi, 254 S.W.3d at 125-26; Teltech, Inc., 115 S.W.3d at 445; see also Volt, 489 U.S. at 470-79; but cf. Prima Paint, 388 U.S. at 397-98, 397 n.1, 401-02.

The Arbitration Agreement Fails to Comply with Section 435.460 of the MUAA

Section 435.460 of the MUAA, i.e., the mandatory notice statement provides:

Each contract subject to the provisions of sections 435.350 to 435.470 shall include adjacent to, or above, the space provided for signatures a statement, in ten point capital letters, which read substantially as follows:

‘THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.’

(emphasis added). The use of the term “shall” clearly and unambiguously imposes a mandatory duty to include this statement in arbitration agreements. See Spiegel v. Ferguson-Florissant School District, 625 S.W.3d 800, 812 (Mo. App. E.D. 2021) (holding the use of the word “shall” in statutory language generally imposes a mandatory duty); see also Wind v. McClure, 643 S.W.3d 691, 695 (Mo. App. E.D. 2022) (holding the language of section 435.460 of the MUAA is clear, unambiguous, absolute, and does not authorize any exceptions). Accordingly, pursuant to section 435.460 of the MUAA, when an arbitration agreement is subject to the MUAA, and does not include the mandatory notice statement required under section 435.460 of the MUAA, the arbitration agreement cannot be enforced. See Wind, 643 S.W.3d at 695-96; see also Volt, 489 U.S. at 479 (“[w]here ․ the parties have [expressly] agreed to abide by state rules of arbitration, enforcing those rules according to the terms of the agreement is fully consistent with the goals of the FAA, even if the result is that arbitration is stayed where the [FAA] would otherwise permit it to go forward”) (emphasis added); but cf. Bunge Corp. v. Perryville Feed & Produce, Inc., 685 S.W.2d 837, 838-39 (Mo. banc 1985) and Duggan v. Zip Mail Services, Inc., 920 S.W.2d 200, 201-03 (Mo. App. E.D. 1996) (both holding section 435.460 of the MUAA cannot be applied to defeat arbitration agreements under circumstances, unlike those in this case, where the parties did not expressly agree to apply Missouri law to arbitration proceedings).⁷

In this case, the mandatory notice statement is not contained anywhere in the arbitration agreement – or anywhere in the entire Contract. Therefore, the arbitration agreement: (1) does not comply with section 435.460 of the MUAA; and (2) cannot be enforced against Client.⁸ See section 435.460; Wind, 643 S.W.3d at 695-96; see also Volt, 489 U.S. at 479; Spiegel, 625 S.W.3d at 812; but cf. Bunge Corp., 685 S.W.2d at 838-39 and Duggan, 920 S.W.2d at 201-03. Law Firm's points on appeal are denied.

Conclusion

The trial court's decision denying Law Firm's Motion to Compel Arbitration is affirmed.

FOOTNOTES

1.   The Missouri Uniform Arbitration Act is codified in the Revised Statutes of Missouri under sections 435.350 to 435.470. See Nelson Trucking, LLC v. K&M Translogic, LLC, 696 S.W.3d 407, 414, 414 n.4 (Mo. App. W.D. 2024). All statutory references are to RSMo 2016.

2.   The mandatory notice statement required under section 435.460 of the MUAA states: “Each contract subject to the provisions of sections 435.350 to 435.470 shall include adjacent to, or above, the space provided for signatures a statement, in ten point capital letters, which read substantially as follows: THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.” (internal quotation marks omitted).

3.   All references are to the FAA, 9 U.S.C. sections 1 to 16.

4.   Client Tri-Star also filed a supplemental memorandum in opposition to Law Firm's Motion to Compel Arbitration addressing an issue unrelated to this appeal.

5.   This opinion does not undertake an analysis or decision as to the validity or enforceability of the Contract as a whole. We only address the issues before us, which concern the applicability and enforcement of the arbitration agreement within the Contract.

6.   A different standard of review applies when there are factual disputes as to the existence of an arbitration agreement. See Dill v. Hale, 717 S.W.3d 357, 360 n.2 (Mo. App. E.D. 2025); EM Medical, 626 S.W.3d at 906. Because we are only addressing Law Firm's second point on appeal, which raises legal arguments regarding the trial court's denial of Law Firm's Motion to Compel Arbitration, there are no factual disputes for this Court to decide. See Dale, 717 S.W.3d at 360 n.2. Accordingly, the sole applicable standard of review is de novo. See id.

7.   We note Law Firm relies on Brookfield R-III School Dist. v. Tognascioli Gross Jarvis Kautz Architects, Inc., 845 S.W.2d 103 (Mo. App. W.D. 1993) to support its contention that section 435.460 of the MUAA cannot be applied to deny arbitration; however, this case is distinguishable. In Brookfield, the court held state law cannot be applied to defeat an arbitration agreement under circumstances, unlike those here, where the parties did not expressly agree to apply state law to arbitration proceedings. Id. at 104-06; see also McCarney v. Nearing, Staats, Prelogar and Jones, 866 S.W.2d 881, 885, 887-88 (Mo. App. W.D. 1993) and Hamilton Metals, Inc. v. Blue Valley Metal Products Co., 763 S.W.2d 225, 226-27 (Mo. App. W.D. 1988) (both similarly holding that state law cannot be applied to defeat an arbitration agreement under circumstances, unlike those here, where, inter alia, there was not any indication the parties expressly agreed to apply state law to arbitration proceedings).

8.   Nothing within this opinion should be construed to suggest arbitration agreements between clients and attorneys should be upheld in other circumstances, i.e., when an arbitration agreement is governed by and complies with the MUAA. The question of whether attorneys can enter into enforceable agreements to arbitrate legal malpractice claims with clients is not before us. We note, however, that Missouri attorneys must follow several ethical duties provided by the Missouri Supreme Court Rules of Professional Conduct, including: (1) a duty to “explain a matter to the extent reasonably necessary to permit the client to make informed decisions regarding the representation,” see In re Petruska, 707 S.W.3d 598, 606 (Mo. banc 2025) (quoting Rule 4-1.4(b) (effective from September 26, 2017, to the present)); and (2) a duty ensuring that “the client is fully informed of the scope and effect of the [arbitration] agreement,” see Rule 4-1.8, Comment [17] and Rule 4-1.8(h) (effective from November 23, 2021, to the present).

Robert M. Clayton III, Presiding Judge

Lisa P. Page, Judge and Michael E. Gardner, Judge, concur.