Dahdah v. Rocket Mortg., LLC, No. 24-1910 (6th Cir. Jan. 26, 2026)[1]
Factual Background
Michael Dahdah (“Dahdah”) wanted to refinance his mortgage. On three occasions between October 2020 and February 2021, Dahdah visited the website LowerMyBills.com, which provides free financial advice and a referral service for consumers. LowerMyBills.com shares the same parent company as Rocket Mortgage, LLC (“Rocket”). On each occasion, Dahdah navigated through the sign-up process and was referred to Rocket for refinancing, which he did not pursue.
In 2017, Dahdah allegedly put his phone number on a Do Not Call registry. Nevertheless, Rocket called him at least eight times in 2022, with calls as early as 5 a.m., and often with no one answering on the other line. Rocket continued calling even after Dahdah told it explicitly to stop.
Frustrated by the ongoing calls, Dahdah brought a class-action against Rocket under the Telephone Consumer Protection Act, alleging that Rocket violated the Act by repeatedly calling people who had listed themselves on the Do Not Call registry. In response, Rocket moved to compel Dahdah to arbitrate the dispute pursuant to the LowerMyBills.com Terms and Conditions or, alternatively, dismiss his complaint for failure to state a claim.
The District Court’s Decision
The district court initially dismissed the complaint on the merits and denied the request for arbitration as moot. Realizing that it should have decided the arbitration question first, it reopened the case and found that Dahdah and Rocket had not formed a binding contract to arbitrate. Several months later, the court denied Rocket’s request that it reconsider this ruling and granted Dahdah’s motion to amend his complaint. Rocket then appealed the denial of its request to arbitrate, which appeal was reviewed by the Sixth Circuit de novo.
The Sixth Circuit’s Decision
The Sixth Circuit started by noting that the parties agreed that California law governed their dispute. Generally, California contract law requires seeing if the offeror who runs the website adequately conveys contractual terms, and if the offeree adequately conveys an acceptance, based on whether a reasonable person would view both sides’ conduct as a manifestation of assent to the terms of the contract.
In making such determination, California law has an established range of what types of webpage designs and interactions may form a contract. Scrollwrap and clickwrap agreements are considered to objectively convey an offer. Scrollwrap agreements require scrolling through the Terms of Service before clicking a box, while clickwrap agreements require clicking on an “I agree” box after being presented the terms. On the other end of the spectrum, browsewrap proposals are insufficient. These proposals place a hyperlink to the Terms and Conditions somewhere on the website and may include a notice somewhere that a user accepts the terms by merely using the website.
The Sixth Circuit clarified what factors should apply for hybrid or sign-in wrap offers. Hybrid offers, like clickwrap offers, include a hyperlink to the proposal’s terms. However, unlike clickwrap offers, they do not call the user’s attention to the terms through a pop-up box or an explicit “I agree” button, but rather require some other type of action, such as signing up. Therefore, to determine if there was a valid offer, courts must determine if the proposal gives “reasonably conspicuous” notice to the user, and if the user can objectively show assent to the terms by taking a specified action.
While this analysis is fact-dependent and requires evaluating the “totality of the circumstances,” the Sixth Court highlighted four factors. First, whether the website displayed the offer on an “uncluttered” page or on a page where there are items that will draw the user’s attention away from the proposal. Second, does the website place the proposed offer close or away from the button that a user must click to signal the user’s acceptance of the proposal? Third, whether the website operator uses a font size or color that would draw attention to the proposal, such as a colored hyperlink or a larger font. Fourth, does the operator engage in the kind of interaction that one would expect to include contractual terms? In other words, if users would not anticipate any relationship with the website operator once they leave the site, the terms are less likely to be considered an offer.
Applied here, the Sixth Circuit noted that fact-intensive questions—that require determining how a reasonable person would view an issue—are typically left to a jury. However, California makes clear that contract-formation questions are questions of law if the parties agree on the underlying facts. Importantly, the court noted that both parties assumed that the determination of fact-versus-law should be dependent on state law under Erie, but that other circuits treat it as a question of federal procedural law on occasion. Given the lack of briefing on this issue, the court followed the assumption that state law controls, and consequently that it should be treated as a question of law.
Analyzing the four factors, the Sixth Circuit found that LowerMyBills.com conveyed a reasonably conspicuous offer. The website pages for signing up were clear of distracting elements and the terms were directly below the action button of each of the pages a user had to navigate. While the font was small, it was hyperlinked and in sharp color contrast to the rest of the page. Finally, the nature of the service, namely connecting the user with refinancing providers, would create the expectation that an ongoing relationship would be created.
The court also rejected Dahdah’s substantive arguments on the terms and conditions themselves. While LowerMyBill.com’s Terms of Use did not specify which arbitration organization should conduct the arbitration, how many arbitrators should be involved, and how the parties would choose them, the Terms did state that the proceedings would be governed by the Federal Arbitration Act (the “FAA”). The court found that to be sufficient, and that any missing details in the Terms would be furnished by the FAA itself, noting that many circuit courts thus have held that judicial orders under Section 5 of the FAA can facilitate the arbitration when the parties use a “detail-free clause” that leaves open most procedural aspects about the arbitration. Finally, the court dismissed Dahdah’s arguments that the arbitration agreement did not cover the calls because they occurred over a year after he signed up, and that the agreement was terminated, as threshold arbitrability questions should be submitted to the arbitrator.
This article has originally been published in the North America Newsletter.
