Submitted: April 6, 2017
from United States District Court for the Eastern District of
Missouri - St. Louis
COLLOTON and BENTON, Circuit Judges, and GERRARD,  District
BENTON, Circuit Judge.
Leonard says the volunteer release agreement he signed is
unconscionable and lacks consideration. He objects to
arbitration with Delaware North Companies Sport Service, Inc.
(DNCS). The district court compelled arbitration and dismissed
Leonard's case without prejudice. Having jurisdiction
under 28 U.S.C. § 1291, this court affirms.
operates concessions at Busch Stadium in St. Louis. On May
30, 2013, Leonard volunteered as a concession worker for DNCS
to raise funds for Washington University. He was not paid for
his labor, but DNCS made a $1, 096.57 donation to the
university. The donation, he claims, violated the federal and
state minimum wage. Three weeks earlier, Leonard had signed a
one-page Volunteer Release, Waiver and Indemnification
Agreement. It states, "In consideration for being
allowed to participate in certain volunteer fund raising and
labor activities (the "Activity") . . . the
Participant agrees . . . to submit any dispute arising from
the Activity to binding arbitration."
sued in state court claiming violations of minimum wage laws,
as well as fraud. On appeal, he argues the agreement is void
because it is unconscionable and lacks consideration. Even if
the agreement is valid, he contends that his fraud claim is
not governed by the arbitration provision.
court reviews de novo a district court's decision to
compel arbitration. Pleasants v. Am. Exp. Co., 541
F.3d 853, 857 (8th Cir. 2008). Factual findings are reviewed
for clear error. Torres v. Simpatico, Inc., 781 F.3d
963, 968 (8th Cir. 2015). "[A]rbitration is a matter of
contract." Id. (internal quotation marks
omitted), quoting AT&T Mobility LLC v.
Concepcion, 563 U.S. 333, 339 (2011). A written
agreement to arbitration "shall be valid, irrevocable,
and enforceable, save upon such grounds as exist at law or in
equity for the revocation of any contract." 9
U.S.C. § 2. "Doubts are resolved in favor
of arbitrability." Cicle v. Chase Bank USA, 583
F.3d 549, 554 (8th Cir. 2009). But general contract defenses
may invalidate arbitration agreements. Id.,
quoting Doctor's Assocs., Inc. v. Casarotto, 517
U.S. 681, 687 (1996).
first argues the agreement is unconscionable. Under Missouri
law, the procedural and substantive aspects of the contract
"considered together" determine conscionability.
Eaton v. CMH Homes, Inc., 461 S.W.3d 426, 433 (Mo.
banc 2015). Procedural unconscionability involves the
contract formation process; substantive unconscionability
refers to undue harshness in the terms of the contract.
Pleasants, 541 F.3d at 857-58, citing Whitney v.
Alltel Commc'n, Inc., 173 S.W.3d 300, 308 (Mo. App.
2005). To determine unconscionability, this court considers
the totality of the circumstances. Cicle, 583 F.3d
at 554. Unconscionability is "an inequality so strong,
gross, and manifest that it must be impossible to state it to
one with common sense without producing an exclamation at the
inequality of it." Eaton, 461 S.W.3d at 432
(internal quotation marks omitted).
relies on the Brewer case, but his circumstances are
not analogous. See Brewer v. Missouri Title Loans,
364 S.W.3d 486, 487 (Mo. banc 2012). Leonard's
agreement covers a one-night volunteer activity. Brewer's
addressed a title loan with a 300 percent annual interest
rate. Id. Brewer's contract was difficult to
understand and non-negotiable. Id. at 493. The
district court finds Leonard's agreement easy to
understand, with no evidence that it is non-negotiable.
Brewer's agreement had a "particularly onerous
provision" that retained self-help and judicial measures
for the title company to repossess his automobile.
Id. at 494-95. The district court finds
Leonard's agreement has no similar threat to basic
necessities. Leonard emphasizes that the agreement was a
preprinted form, but ignores that after signing it, he had
three weeks to withdraw. Based on the totality of the
circumstances, Leonard's agreement is not unconscionable.
also argues that the agreement lacks consideration.
Consideration may be either a benefit or a detriment.
Earl v. St. Louis Univ., 875 S.W.2d 234, 236 (Mo.
App. 1994). This detriment may be an agreement to do
something a person is not legally bound to do, or not do
something a person has the legal right to do. Id. An
agreement's recitation of consideration creates a
presumption it exists. See Tinch v. State Farm Ins.
Co., 16 S.W.3d 747, 751 (Mo. App. 2000).
the promise of at-will employment is not sufficient
consideration for an arbitration agreement. Jimenez v.
Cintas Corp., 475 S.W.3d 679, 684 (Mo. App. 2015). The
consideration here is Leonard giving up his right to sue in
return for his opportunity to volunteer and DNCS's
contribution to Washington University, something neither was
legally bound to do. See Earl, 875 S.W.2d at 236.
Leonard fails to overcome the presumption of consideration.
believes that the arbitration clause, even if valid, does not
cover his fraud claim. This court liberally construes valid
arbitration clauses. Unison Co. v. Juhl Energy Dev.,
Inc., 789 F.3d 816, 818 (8th Cir. 2015). Doubts are
resolved in favor of arbitration unless the "arbitration
clause is not susceptible of an interpretation that covers
the asserted dispute." 3M Co. v. Amtex Sec.,
Inc., 542 F.3d 1193, 1199 (8th Cir. 2008).
language "any dispute arising from the Activity" is
broad. See Unison, 789 F.3d at 819. With a broad
clause, a claim goes to arbitration if the "underlying
factual allegations simply touch matters covered by the
arbitration provision." Id. at 818. Leonard
claims he was defrauded from the minimum wage. This claim
depends on whether he is a volunteer or an employee.