my name is cynthia tims i represent appellant gospel for asian this appeal this appeal concerns an arbitration provision in agreements that the plaintiffs who are matthew and jennifer dixon signed when they were becoming members allegations fraud deceptive trade practices and unjust enrichment arising out of allegations that d f a has misused some of the money that has been donated to the district court refused to stay or dismissed the case pending arbitration and held both that the arbitration agreement was not enforceable and that this action did not fall within the scope of the arbitration provision so those are the two questions before the court today and i have to reach the second one if we agree with the disc record on the first no i don't think so if it's not enforceable then i think that we're down i think it's a it's a bifurcated you have to answer yes to itself doesn't force well if there are mutually binding agreements to arbitrate secondly it is it can be part of an agreement in which there are sufficient consideration for that agreement longer we're in the agreement is there any obligation taken on by the gospel to submit itself to arbitration it seems abundantly clear that the other side was taking on arbitration that then raises the question what are we talking about when we say the parties agree but that it also isn't also meaningful what the matter is because it seems that when the person says i agree that any and all disputes of any carrot yes the matter is going to be any disputes that they have with the entity as opposed to disputes that the entity may have with the individual well to me the word matter gets almost scope question perhaps your honor is reading that a little bit differently than i do but it's all disputes of any kind or arising out of the relationship and that that's the scope of what is it is not necessary if we go down the other road and the other road is that we have an agreement that is supported by sufficient consideration record actually alluded to that fact and it's opinion so hang the only consideration here might be that the defendant has agreed that the arbitration will be final final and binding but then it agree with your honor and furthermore it what that does is it sort of mixes the need for a consideration in certain circumstances with focusing on the arbitration provision so it's entirely  it's entirely plausible that you would have an arbitration provision that's enforceable without you to elevate if there is sufficient consideration for the arbitration provision and we also have that throughout th party which is clearly defined as d f a and the dixons agreeing to arbitrate we do have the consideration as you have pointed out but then in addition to that there are many forms of consideration in this document that that are obvious from the face of the document and one of the ones i pointed out in the briefing is the fact that g s a is a religious order and these folks the dixons were joining a religious order and that has certain tax consequences from the face of the document itself because we're all charged with knowledge of the law whether we actually know it or not and the i r s has provisions that allow members of religious orders to not have to pay him ploy mut tax it's an exemption and you just fill out forms and you have that exemption and so that is something that is obvious from the face of the agreement itself and that someone would know about that is that a consideration from a or is that just  consequence from the i r s as to how the the taxes play out actually on the forms that you fill out for the internal revenue service there has to be some form of documentation g yes i am but it's not you're not not spelled out you will have these benefits but it is implicit i would also like to talk about scope for just a second the arbitration agreement says it will the parties will resolve as i was talking about before all disputes of any kind arising out of the relationship between the the parties everybody agrees this is a very broad arbitration provision but let's focus on what the relationship as members of the g s a order the dixons had to had to support and then i'm going to quote from the agreement by prayer in finances the national ministries of the gospel of asia christ they also agreed in another place to diligently work at raising financial support counsel does that mean that they're in that relationship they discover certain activities or illegal that somehow they are bound to not be able to disclose that to the government over seek redress for wrongs with the observe  part of this entity no i don't i don't think so at all no one is telling him they can't bring an action against d f a were only talking about the forum and so but as members they gave money and their claims go back to two thousand and seven when they were employees there at the this is they proposed this is a class action correct so not all of the number if i understand not all of the proposed members are of the class are members of the religious organization correct right so and that the claims must have some connection to a a relationship  of just payment independent a part of the relationship as a member of the organization but the claims that there is an ongoing but what happened is after this case w another set of plaintiffs called the murphys filed an action and that one is proceeding and in federal court because they that class does not include former members employees but and i don't know if that answers your question but that this group would just be for the employees and folks who members who signed this particular agreement i'm going to say the let rest of my time for rebuttal  no there's nothing in the record whatsoever that binds him to arbitration so no matter what happens today and there's no way that those folks can be held that we can be compelled to arbitration with them  contending that those individuals are bound by an arbitration agreement they did not it's funny because it's bungled they just say d g s barry and the defendants but yes they are at some level compared to that these defendants are entitled to arbitration they're here saying that to this court they've never conceded that there is no arbitration agreement the only thing that's in the record at all is a statement from mr carroll that says as a general matter members of g if they agree to biblical reconciliation and arbitration and that these dependency lesser names and myself are committed to biblical dispute resolution and arbitration there are no similar green minutes to the agreements that the dixons signed signed k or by any of the other individual defendants and i just think that was an important point to start off with and that j f k and these defendants are separate judge holmes found that and that's really and hasn't been addressed by say that there are a party and that they agree that the matter will be submitted to a final and binding arbitration in accordance with the rules of procedure set forth in the unified arbitration act he said that's pretty much invalidated by the next sen e accordingly i and that means janet dixon who was not even an employee are matthew dixon i knowingly and willingly waive any and all rights to initiate any action before any administrative agency or court of law or equity and i think what when i was young my brothers used to play a game with me i would very smart coin flip it was called heads i win tails you lose and in this case it's a heads i win tails you lose what they're saying is ok i hear what you're saying that i'm not sure i think that the fact that the the fact that the dixons had to go to arbitration couldn't go to court and g s a could choose their for support that promise you could promise to pay me ten dollars there's no no reciprocal obligation for you to submit your spears well i think we could also tear this apart a little more and see if they certainly didn't sign this there's no one from g s a that signed this just you know as when you and i agree to that and there's a ten dollars payment you know actually entering into that agreement this is a total unilateral statement on behalf of the parties because there's no indication that g s a ever assented to your ten dollar deal well i don't want i don't want pressure on us about those sort of the parties it says the word the parties but still they are the person so if sign if i sign a document that says i and judge arnold agree to arbitration the parties should being judge arnold and i agreed to arbitration and i agreed to pay him ten dollars and i signed it mark stanley and you didn't w as a signature unnecessary well there's nothing in the record here showing that they did it and if you look at the rest of the agreement there's nothing in there that shows that they agree to any other duty towards the dixons there's no consideration for it what about the train i know that comes in a little different from the you know the training it is so let me ask could the is there anything in the agreement could the dixons pay for no training is a really a promise of training in their training is not defined we don't know what providing the training and again i'll say this if jennifer jen dixon jennifer dixon said wait a second you promised me training under this agreement they would say what are you talking about where did we promise you any type of training in this agreement it's simply not there there's no consideration for training there's no consideration for this tax break it doesn't say anything in here that's totally outside of this contract if you look at this one sided agreement if you look at these pages there's nothing in this statement of agreement that says that the dixons will benefit from the tax treatment with the assistance of g s a well that was  g that they made up just what is the difference between the statement of crema for matthew as an employee and the statement of agreement for jennifer as i guess i'll call a member so there really aren't any significant differences there were two statements of agreement from matthew and the first one i tried to figure out what the differences were in the first one he agreed he wouldn't see our or x rated movies in the second one two years later it's as you are i don't see the difference either and my whole point on that is if it's a member agreement or an employment agreement you know i as a non church member i would say training i was to assume what meant training as an employee or training i don't know what it means but i know what the training is and i'm certain that the dixons couldn't sujit f a for any promise here because there is no promise in this agreement that you they made as to training i want to turn to scope for a moment if i can the cases that we cited particularly the jones case in the fifth circuit say what the court has to do is look case she was a contractor for heller burton and she said any matters related to my employment shall be arbitrated in fact she was sexually assaulted while she was in iraq and they said no that's not that's not going to be the case we look at soliciting charitable meant donations to benefit the poorest of the poor well covertly diverting the money to a multi million dollar personal empire is reprehensible using a christian organization as a front to  generosity of devout christians is a particularly vile scheme and that's exactly what k p ahead and the other defendants did they've been getting away with this where years they put hundreds of millions of dollars in private equity markets they bought a for profit hospital they bought  they took the money we're suing for rico for fraud for misrepresentation they took our money which we were given by the way since two thousand and four to twenty fourteen before this agreement was signed and after this agree signed we were making donations or council making donations they took this money and they departed it not through the national ministries gospel of jesus christ in asia but rather to buy property  millions of dollars personal residences police officers they've all this in his name that is outside of anything possibly consul played in the statement of agreement of the arbitration agreement have anything about who uniform arbitration act by scribner's ever but no there's nothing about where the arbitration be held who would do the arbitration what the rules would be under and again i'll say there was no consideration it wasn't signed by anyone on behalf of the we could go we were supposed to be struck with arbitration but they get it get out they get a get out of district court free card and they can go i mean they can they can choose to follow describe sorry if they want and we can't  i think that's really the the main the salient points for that the obligations the art the arguments that we make and the law and the circuit court versus new york life care health plans s as a doctor he entered into an orthopedic contract with an h m o but he says over false advertising to the enemy at the court if a circuit analyzing texas law which is what we're doing here a circuit analyzing texas all t complying is concerned that's very analogous to here here we're saying yes we donated to support the missionary criteria and goals of the ministries in asia that's not what happened you call inaudible you took our money you put it into your pockets you put it into this hospital system you bought a soccer team in the m r which i can't figure that one out is there anything in the agreement there's something about to support by prayer and finances that's what the the members are to do is there something and then agreement then that would obligate the g s a on how to use the money such that this might then fall within the scope of the arbitration  provision if it's there is nothing in the agreement that obligates play to do anything because it's a unilateral agreement there are no promises from g s a whatsoever in this agreement is totally unilateral  but i will say again even being generous to that point where it says and i will go back to this point to support by prayer this is one of the mission statement gospel asia exist with falling purposes to support by prayer and finances the national ministries of the gospel of jesus christ in asia taking the money outside spending it putting your pocket building palatial homes building up buying a hospital system this a for profit a media empire a soccer team a rubber plantation and literally hundreds of millions of dollars in the bank of hong kong which is not you know has nothing do with india are at or or thank you ma'am please the court let me start with the last point that's being made this is a this is let me point out first the entirety of the mission statement sets out what gospel of asia exists for and it exists to help evangelize to build up asian believers and it names a number of things but the argument that you just heard is it's a backward reasoning argument in let's let's first see how this ias and and then let's reason backwards as to what the forum should be as to where it is the to make the decision as to liability or lack of liability and how much damage this might be a in as missionaries that's why it reads in a different manner than our contracts do of businesses exchanging goods and services it is a it is a mission statement because these are missionaries this is what their purpose in life is going to be that's what and what makes one of these agreements that employment agreement and one a membership agreement you know they all read the same i think they just start off and why are we title agreement is simply that with matthew dixon he was also an employee he was an i t employee at the training i believe was more of a religious type of training he already had the i t so his employment is through another contractor another provision is not relevant here and this this one agreement covered everything with respect to matthew dixon he did not have the separate employment agreement they were required however as as an employee he part of the part of the mission was that they were required to try to fund raise enough funds to help cover his salary  he was paid a self employment salary through g f a but but that was the purpose for all of that let me just touch on a couple of things here these contracts as they and argue that they are illusory or that they lack consideration when they have been fully performed is an argument that texas has rejected in other similar situations also it is correct texas does not require a signature on these kinds of contracts and then finally as for the type of arbitration that would be had the judge the district judge and i think all the parties agree that there was a typo it's the uniform arbitration act that the agreement cite to i printed that out last night it was really evidence produced to indicate the there was no dispute as to it that that was