ParPro Technologies v. Rogerson Kratos Corp. CA4/3

INTRODUCTION

Rogerson Kratos Corporation (Rogerson) appeals from an order confirming an arbitration award and from the ensuing judgment in favor of ParPro Technologies, Inc. (ParPro), on the ground that Rogerson did not consent to arbitration. Rogerson maintains that consent to arbitration was based on a provision in ParPro’s terms and conditions, which Rogerson never signed. When it opposed ParPro’s petition to confirm the arbitration award, it also asked the court to vacate the award or dismiss the petition on the same ground. We affirm the order denying the motion to vacate the arbitration award and the judgment. Because both ParPro and Rogerson are merchants, the California Uniform Commercial Code (Commercial Code) governs their contractual dealings. The code provides exceptions to common-law contract rules that would otherwise apply and supports the formation of a contract in this case. Even more importantly, however, Rogerson fully participated in the underlying arbitration without ever objecting that it did not consent to arbitrate. It is now estopped from arguing lack of consent. As for Rogerson’s motion to vacate, it was filed too late, and the trial court did not have…