Warren v. Smart Choice Payments, Inc.

“A partially integrated writing supersedes or discharges all prior agreements, written or oral, to the extent that the prior agreements are inconsistent with the partial integration.” Warren v. Smart Choice Payments, Inc., 306 Or App 634, 640 (2020).

Petitioner appealed an order from the trial court which denied their motion to compel arbitration. Petitioner argued that the trial court erred when it concluded that the 2008 contract, which required arbitration, was superseded by the 2009 contract, which did not require arbitration. Petitioner asserted that because the 2009 contract was silent as to arbitration and did not specifically state that prior contracts with arbitration agreements would be superseded, the 2008 contract was still valid as to its arbitration agreement. Respondent argued that because the 2009 contract was a partially integrated writing, the 2009 contract superseded the inconsistent terms in prior agreements, including the 2008 contract. “A partially integrated writing supersedes or discharges all prior agreements, written or oral, to the extent that the prior agreements are inconsistent with the partial integration.” Warren v. Smart Choice Payments, Inc., 306 Or App 634, 640 (2020). The Court found that the 2009 contract indicated that all disputes were to be resolved through litigation in court and not by a less formal proceeding such as arbitration. Thus, the Court held that the 2009 contract was entirely inconsistent with the terms of the arbitration agreement in the 2008 contract, and therefore the arbitration agreement in the 2008 contract was superseded by the 2009 contract. Affirmed.