White v. Sunoco, Inc. (870 F.3d 257, 2017)

OPINION

CHAGARES, Circuit Judge.

Sunoco, Inc. appeals from the District Court’s denial of its motion to compel arbitration, arguing that Donald "White, who brought this lawsuit against Sunoco alleging fraud on behalf of a putative class, must arbitrate his claims pursuant to a credit card agreement that White signed with a third party who is not named in the lawsuit. At issue in this appeal is whether Sunoco, a non-signatory to the credit card agreement and who is not mentioned in the agreement, can compel "White to arbitrate. After examining" the relevant state law and applying it to the facts here, we will affirm the District Court’s judgment.

I.

Appellant Sunoco is a Pennsylvania corporation that markets' and sells gasoline through approximately 4,900 retail operations in 26 states. This lawsuit involves the “Sunoco Rewards Program,” which Sunoco advertised through various promotional materials. The Sunoco Rewards Program offered customers who buy gas at Sunoco locations using a Citibank-issued credit card (the “Sunoco Rewards Card”) a 5-cent per gallon discount either at the pump or on their monthly billing statements. The promotional materials included a “Terms and Conditions of Offer” sheet, indicating that Citibank, N.A. is the issuer of the Sunoco Rewards Card. Joint Appendix (“J.A.”) 45, 52. They also stated-that approval for the card was dependent on meeting Citibank’s creditworthiness criteria and that by applying for the card, the applicant authorized Citibank to “share with Sunoco® and its affiliates experiential and transactional information regarding your activity with us.” J.A. 52. Finally, the promotion explained, “When you become a cardmember, you will receive the full Su-noco Rewards Card Program Terms and Conditions, which may change at any time for any reason upon thirty (30) days prior written notice.” Id Although Sunoco and White disagree as to whether Sunoco and Citibank jointly marketed the credit card, it is undisputed that Sunoco was not a corporate affiliate of and had no ownership interest in Citibank and vice versa.

Appellant White is a Florida resident who applied for and obtained a Sunoco Rewards Card from Citibank in 2013. He made fuel purchases with the card at various Sunoco-branded gas station locations. White alleges that “[cjontrary to its clear and express representations, Sunoco does not apply a 5