Last month, a California District Court granted a motion compelling arbitration of various claims by customers of cryptocurrency exchange platform Coinbase Global Inc. A power of attorney clause that delegates the matter of (Donovan v. Coinbase Global, Inc., No. 22-02826 (ND Cal. 6 January 2023)). Unlike some electronic contract disputes, it relies on the user providing sufficient notice of the terms and indicating express acceptance of such terms (which may involve inspection of the screen display of the site or app). determines whether the user is reasonably presented with a notice of completion). transaction binds the user to the Terms of Use), the account holder in this case does not dispute its acceptance of the User Agreement, but rather argues that the arbitration and power of attorney clauses are unconscionable and unenforceable. bottom.
In May 2022, a putative group of Coinbase account holders made an alleged misleading identification regarding a stablecoin (GYEN) advertised as the “first regulated digital yen” and offered by co-defendant GMO. made various charges against the defendant for his remarks and subsequent actions. -Z.com Trust Co., Inc. (“GMO-Z”) (previously issued a conditional BIT license by the New York Department of Financial Services). GYEN said he began trading on her Coinbase in November 2021, but was hit by fluctuations in value, causing financial losses to investors and allegedly prompting claims against the defendants.
In response, Coinbase moved to compel arbitration of the claims, and in a recent ruling, the California District Court granted Coinbase’s petition and the Coinbase User Agreement delegated the arbitrator’s questions to an arbitrator. However, GMO-Z, a co-defendant and stablecoin issuer who is not a party to the Coinbase User Agreement, failed to seek enforcement of arbitration under the agreement, and the court ruled that the agreement was not entitled to such rights. to non-signatories. (Donovan v. Coinbase Global, Inc.No. 22-02826 (ND Cal. 6 January 2023)).
At issue in court was whether there was sufficient evidence to show that the parties had delegated the question of arbitrability to the arbitrator. Because arbitrability must first be determined, the court does not reach plaintiffs’ contention that the arbitration agreement was unconscionable as a whole. Contains terms. including the enforceability, revocable, scope or validity of an arbitration agreement or any part of an arbitration agreement….” The Court also determined that the User Agreement incorporates the rules of the American Arbitration Association (“AAA”). , also referred to giving the arbitrator “the power to determine his or her own jurisdiction”. Unless the court finds the power of attorney clause to be unreasonable, as alleged by plaintiffs, or subject to another applicable contractual defense, the court will enforce, it said. Power of Attorney.
The parties proceeded to duel discussions on the issue of procedural unconscionability. Plaintiffs argued that the user agreement was a recently amended glued agreement and that the power of attorney clause was buried in long text and was not explicitly invoked in a pop-up box when the user agreed. Coinbase will ensure that when the terms are amended, users will be warned and asked to review the terms before continuing to use Coinbase, and users will be free to decline the terms, close their account and redeem their funds. I countered that I could refer to the help page on how to move it to another location. The court agreed with Coinbase that even though Coinbase is not the only option for virtual currency services and Coinbase’s amendments to the delegation clause were not explicitly explained in a pop-up box to users, the user agreement was written in bold. It is “clearly labeled”. The court also found that plaintiffs showed no substantial remorse. Accordingly, the court held that the power of attorney provision was enforceable and that plaintiffs’ challenge to arbitrability was delegated to an arbitrator. .
As far as co-defendant GMO-Z’s separate motion to compel arbitration is concerned, the Court has ruled that plaintiffs will arbitrate their claims against GMO-Z pursuant to Coinbase’s arbitration agreement under the doctrine of equitable estoppel. I dismissed the claim that there was an obligation. The court ruled that under California law, nonsignatories may be subject to equitable estoppel if the plaintiff’s allegations against the nonsignatories are “based on the same facts and are essentially indivisible” against the signatories. Here, according to the court, the User Agreement contains “clear” language indicating its intention to arbitrate only disputes between the signatories. (Specifically, Section 1.1 of the Arbitration Agreement states: “Subject to the terms of this Arbitration Agreement, You and Coinbase agree…”) (emphasis added). As such, GMO-Z’s motion to compel arbitration was dismissed, but the court, in its sole discretion, stayed all proceedings pending resolution of the Coinbase arbitration.
court decision in Donovan This example highlights why online entities and marketplaces such as digital asset services and cryptocurrency exchanges take great care in drafting their terms of service and user policies. Any platform or app can potentially process thousands or even millions of transactions, and especially in this difficult crypto winter, transactions involving third-party digital assets can lead to unexpected losses for customers. It is unavoidable that you may suffer from Therefore, such services usually rely on disclaimers, limitations of liability and, in this case, carefully worded arbitration clauses.
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