                                                            NOT PRECEDENTIAL

                  UNITED STATES COURT OF APPEALS
                       FOR THE THIRD CIRCUIT
                          ________________

                                 No. 15-2814


             ARTHUR CHASSEN; DEBORAH MEREDITH;
         JOEL OSTER; DENNIS SCRIMER; GLEN J. DALAKIAN;
      JACK HOFFMAN; DEBORAH HOFFMAN; KATHLEEN COOPER;
   RICHARD MURPHY, individually and on behalf of others similarly situated;
                           AMI FELLER

                                       v.

       FIDELITY NATIONAL FINANCIAL INC, a Delaware corporation;
FIDELITY NATIONAL TITLE INSURANCE COMPANY, a California corporation;
      CHICAGO TITLE INSURANCE COMPANY, a Missouri corporation;
      THE FIRST AMERICAN CORPORATION, a California corporation;
  FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation;
      LANDAMERICA FINANCIAL GROUP INC, a Virginia corporation;
    TRANSNATION TITLE INSURANCE COMPANY, a Nebraska corporation;
    LAWYERS TITLE INSURANCE CORPORATION, a Nebraska corporation;
STEWART INFORMATION SERVICES CORPORATION, a Delaware corporation;
       STEWART TITLE GUARANTY COMPANY, a Texas corporation;
  OLD REPUBLIC INTERNATIONAL CORPORATION, a Delaware corporation;
  OLD REPUBLIC TITLE INSURANCE GROUP, INC., a Delaware corporation;
   OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Minnesota
                corporation; WEICHERT TITLE AGENCY

                                 Lawyers Title Insurance Corporation,
                                                              Appellant
                             ________________

                  Appeal from the United States District Court
                          for the District of New Jersey
                    (D.C. Civil Action No. 3-09-cv-00291)
                  District Judge: Honorable Peter G. Sheridan
                               ________________

                  Submitted Under Third Circuit LAR 34.1(a)
                                       July 14, 2017

                 Before: MCKEE, AMBRO, and ROTH, Circuit Judges

                             (Opinion filed: August 3, 2017)
                                  ________________

                                        OPINION *


AMBRO, Circuit Judge

       Defendant Lawyers Title Insurance challenges the denial of its motion to compel

Plaintiffs Deborah and Jack Hoffman to arbitrate an insurance dispute. Because we agree

with the District Court that the Hoffmans did not consent to arbitrate, we affirm.

                                     I. BACKGROUND

       The Hoffmans purchased a New Jersey home in 2004. They allege that Lawyers

Title Insurance overcharged them by $110. 1 At closing, Lawyers Title Insurance issued

them an Owner’s Policy and a Loan Policy. The Policies contained an arbitration

provision permitting either party to compel arbitration should a dispute arise. However,

the Owner’s Policy also included an Arbitration Endorsement that amended the

arbitration provision to require that both parties consent to arbitration. See App. 3059




*
 This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not
constitute binding precedent.
1
 The Hoffmans are part of a class action brought against title insurers in New Jersey and
Pennsylvania. We previously affirmed the District Court’s order compelling arbitration
as to the other class members. Chassen v. Fid. Nat’l Fin., Inc., 836 F.3d 291 (3d Cir.
2016).

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(“You and the Company may together agree to arbitration . . . ”) (emphasis added). In

contrast, the Loan Policy did not contain the Endorsement.

       Following a partial grant of a motion to dismiss, the Hoffmans’ one remaining

claim was for breach of contract. Lawyers Title then moved to compel arbitration. The

District Court denied this request because it concluded that the Arbitration Endorsement

controlled, meaning both parties would have to consent to arbitrate, and it found that the

Hoffmans did not agree to do so.

                     II. JURISDICTION AND STANDARDS OF REVIEW

        The District Court had jurisdiction under 28 U.S.C. § 1332(d)(2) and we have

jurisdiction under 9 U.S.C. § 16(a)(1)(b). We exercise plenary review over the District

Court’s legal conclusions and review its factual findings for clear error. Medtronic AVE,

Inc. v. Advanced Cardiovascular Sys., Inc., 247 F.3d 44, 53 (3d Cir. 2001).

                                      III. ANALYSIS

       Lawyers Title Insurance first asserts that the Arbitration Endorsement was sent in

error, and thus, under a theory of mutual mistake, the policy agreement must be reformed

to excise the Endorsement. Mutual mistake requires clear and convincing evidence of a

meeting of the minds. Where there is a “general understanding” that lacks specific

details that are later disputed, reformation under a mutual mistake theory is unavailable.

St. Pius X House of Retreats, Salvation Fathers v. Diocese of Camden, 443 A.2d 1052,

1056-57 (N.J. 1982). Here there was not even a “general understanding” regarding

arbitration. Indeed, the parties never discussed arbitration with one another let alone



                                             3
reached any agreement contrary to the Endorsement. Accordingly, mutual mistake does

not apply.

       Lawyers Title also argues that the Closing Service Letter, on which the Hoffmans’

breach-of-contract claim is based, incorporates only the Loan Policy and not the Owner’s

Policy. It further contends that the Arbitration Endorsement applies only to the Owner’s

Policy, not the Loan Policy. Thus Lawyers Title reasons that the Endorsement (and its

requirement that both parties must agree to arbitrate) does not apply to the Closing Letter.

This is a remarkable 180-degree turn from its position before the District Court, where

Lawyers Title argued the opposite—that the Closing Letter incorporated both policies.

       Waiver or estoppel arguments aside, Lawyers Title’s newly forged interpretation

of the Letter lacks merit. The Closing Letter states that liability under it “is subject to all

of the Conditions and Stipulations of the policy or policies” Lawyers Title issued in

connection with the Hoffmans’ purchase of their home. App. 3723 (emphasis added).

These policies include both the Owner’s and Loan Policies. Hence the Letter

incorporates the conditions of both, including the Arbitration Endorsement. Accordingly,

because the Endorsement applies and the Hoffmans did not agree to arbitrate, we affirm

the District Court’s denial of the motion to compel arbitration.




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