from the Henry Circuit Court Trial Court Cause No.
33C03-1404-PL-18 The Honorable Bob A. Witham, Judge
Attorney for Appellant Jeffrey S. Zipes Coots Henke &
Wheeler, P.C. Carmel, Indiana
Attorneys for Appellees Andrew M. McNeil Philip R. Zimmerly
Bose McKinney & Evans LLP Indianapolis, Indiana
Summary and Issue
Gary and Teresa Roberts (the "Robertses") entered
into an agreement ("Purchase Agreement") with
Stardust Ventures, LLC ("Stardust") to purchase a
houseboat. Thereafter, the Robertses cancelled the agreement
and brought suit to recover $75, 000 paid to Stardust.
Stardust filed a motion to dismiss stating it elected to
arbitrate the dispute, as agreed upon in the Purchase
Agreement. The trial court denied Stardust's motion to
dismiss, and subsequently entered summary judgment in favor
of the Robertses. Stardust appeals, raising several issues
for our review, one of which we find dispositive: whether the
trial court erred in denying its motion to dismiss.
Concluding the trial court erred in denying Stardust's
motion to dismiss, we reverse and remand to the trial court
for entry of an order directing the parties to proceed to
and Procedural History
Stardust is a custom houseboat builder located in Monticello,
Kentucky. In late 2013, the Robertses and Stardust began
negotiating for the construction of a customized houseboat.
In November 2013, Stardust and the Robertses reached an oral
agreement on the price, time of delivery, floor plan,
decorations, and specifications. Specifically, the parties
agreed to a price of $775, 000 and a delivery of the
houseboat in the "midsummer  timeframe."
Brief of Appellees at 8. In recognition of their oral
agreement, Stardust provided the Robertses with a quote
("Quote"), dated November 3, 2013. The Quote
outlined the general specifications of the houseboat and also
stated the price and payment schedule. The Quote also stated
Stardust required a non-refundable $10, 000 deposit to secure
a build slot in its facility and payment of twenty percent of
the total purchase price before it would begin construction
of the houseboat.
On November 20, 2013, the Robertses paid $75, 000 to
Stardust. Although they had not paid twenty percent of the
purchase price, the Robertses were under the impression their
houseboat would be built directly after that of their
friend's, who had recently contracted with Stardust, and
that their build would commence within six to eight weeks
after Stardust received their $75, 000 payment. However,
Stardust had an internal policy of not beginning a build
until it received twenty percent of the total purchase price,
and because it did not yet have the full $155, 000 from the
Robertses, Stardust's management had an internal
discussion "on what to do to get [the Robertses'
boat] started" in January 2014. Appellant's Appendix
at 76. Ultimately, Stardust decided to outsource the build of
a different houseboat to create room in its facility for the
construction of the Robertses' houseboat, and on January
23, 2014, Stardust contracted with Sunstar Houseboats, Inc.,
to build the hull of a houseboat it was then constructing in
order to create room for the Robertses' houseboat.
In late January 2014, without having commenced construction
of the Robertses' houseboat, Stardust sent an unsigned
Purchase Agreement titled "Stardust Cruisers Purchase
Agreement" to the Robertses. The Robertses signed the
Purchase Agreement and returned it to Stardust on February 4,
2014. The Purchase Agreement also contains the signature of
Jerry Harden, the president of Stardust, dated February 12,
2014. The Purchase Agreement signed by the parties includes
the agreed upon price, $775, 000, and a provision stating the
Purchase Agreement incorporates the plans and specifications
for the houseboat as provided by the Quote. In addition, the
Purchase Agreement includes an arbitration clause. According
to the Purchase Agreement, the option of arbitration belonged
solely to Stardust, and if Stardust chose to proceed to
arbitration, any dispute arising out of the Purchase
Agreement would be decided in accordance with the American
Arbitration Association, subject to several procedural
limitations. The Purchase Agreement also includes an
integration clause, which states, "The entire
understanding between the parties is set forth in this
Agreement. This agreement supersedes and voids all prior
proposals, letters and agreements, oral and written, . .
." Id. at 31.
On March 4, 2014, the Robertses informed Harden they desired
to cancel their agreement. The Robertses were frustrated
Stardust had not yet commenced construction of their
houseboat and concerned Stardust would be unable to complete
construction by midsummer of 2014, as the parties had agreed.
Harden requested the Robertses confirm their cancelation in
writing, and on March 5, 2014, the Robertses emailed Harden
to confirm their cancellation of the agreement. The following
day, Harden replied to the Robertses' email and stated,
"I have advised our bookkeeping department. I will let
you know when your check will be ready." Id. at
A few weeks later, when Stardust failed to send a check, the
Robertses hired counsel to secure the return of their money.
On March 24, 2014, Harden sent a letter to the Robertses
stating Stardust was "in the process of collecting the
costs related to your construction. The cost of that work
will be deducted prior [to] considering a refund."
Id. at 21. Stardust never returned any of the $75,
000 and later stated its offer to return any of the $75, 000
was a mistake and against policy because deposits are
On April 14, 2014, the Robertses filed a complaint seeking to
recover the $75, 000 paid to Stardust. The complaint alleged
Stardust never returned a signed copy of the Purchase
Agreement; therefore, the Robertses alleged they had validly
revoked their offer to purchase a houseboat from Stardust,
and Stardust was obligated to return the $75, 000. On June
11, 2014, Stardust filed a motion to dismiss stating it
elected to invoke its right to arbitrate the dispute in
accordance with the Purchase Agreement. The trial court
denied Stardust's motion to dismiss on August 7, 2014.
On October 19, 2015, the Robertses filed their motion for
summary judgment and supporting designated materials.
Stardust responded on December 7, 2015, and the trial court
held a hearing on the matter on January 15, 2016. The trial
court granted the Robertses' motion for summary judgment
and entered a $75, 000 judgment in favor of the Robertses.
The Robertses filed a motion to correct error on February 24,
2016, alleging the trial court erred in failing to award
prejudgment interest. Stardust filed a motion in opposition
to the Robertses' motion to correct error and a
cross-motion to correct error. The trial court did not hold a
hearing nor did ...