United States District Court, E.D. Arkansas, Western Division
M. MOODY, JR. UNITED STATES DISTRICT JUDGE
is the Defendant Waitr Incorporated's Motion to Compel
Arbitration and Stay Judicial Proceedings. Plaintiff Donald
Stephens responded to the motion and Waitr Incorporated
(“Waitr”) replied. For the reasons set forth
below, the motion is granted.
Murray, the Director of Human Resources for Waitr, extended a
written offer of employment to Donald Stephens on January 14,
2018 (the “Offer of Employment” or
“Offer”). The Offer stated the terms of the
employment contract, including the amount of compensation,
job title, position supervisor, work location, start date,
and benefits. The Offer also included a paragraph regarding
arbitration “in the event of any dispute or claim
relating to or arising out of our employment
relationship.” (ECF No. 5, p. 6). The Offer was signed
by Mr. Murray and included a place for Mr. Stephens'
signature if he accepted “the terms and conditions set
forth in this offer letter.” Mr. Stephens signed the
Offer of Employment with Waitr on January 15, 2018. According
to the Amended Complaint, Waitr unlawfully terminated Mr.
Stephens on February 15, 2018. Mr. Stephens contends that he
was terminated by Waitr based on his gender and race in
violation of Title VII, §§ 1981 and 1988, and the
Arkansas Civil Rights Act.
filed a Motion to Compel Arbitration and Stay Judicial
Proceedings because the employment Offer contained a
mandatory arbitration provision. Mr. Stephens argues that (1)
the Offer contemplated the parties signing a separate
arbitration agreement, (2) the terms of the Offer expired 7
calendar days from the date of the offer, and (3) the terms
of any arbitration requirement in the Offer were not
sufficiently detailed to permit him to determine whether it
party moves to compel arbitration, the Court's role is to
determine whether there is an agreement between those parties
and whether the subject matter of the dispute falls within
the scope of the agreement. I.S. Joseph Co. v. Michigan
Sugar Co., 803 F.2d 396, 399 (8th Cir.1986). The Court
must examine arbitration agreements in the same light we
examine any other contractual agreement. See Perry v.
Thomas, 482 U.S. 483, 492 & n. 9, 107 S.Ct. 2520,
2526-27 & n. 9, 96 L.Ed.2d 426 (1987). The Federal
Arbitration Act mandates that courts direct parties to
arbitration on issues to which an arbitration agreement has
been signed. See Dean Witter Reynolds, Inc. v. Byrd,
470 U.S. 213, 218, 105 S.Ct. 1238, 1241, 84 L.Ed.2d 158
(1985). There is a presumption of arbitrability if the
governing agreement contains an arbitration clause. See
AT & T Tech. Inc. v. Communications Workers of
America, 475 U.S. 643, 650, 106 S.Ct. 1415, 1419, 89
L.Ed.2d 648 (1986). “[A]rbitration should not be denied
unless it may be said with positive assurance that the
arbitration clause is not susceptible of an interpretation
that covers the asserted dispute.” IBEW, Local No.
4 v. KTVI-TV, Inc., 985 F.2d 415, 416 (8th Cir. 1993)
(internal quotation and citation omitted). Courts must
resolve ambiguities as to the scope of an arbitration clause
in favor of arbitration. See Id. However, a party
who has not agreed to arbitrate a dispute cannot be forced to
do so. ITT Hartford Life & Annuity Ins. Co. v.
Amerishare Investors, Inc., 133 F.3d 664, 668 (8th Cir.
1998) (citing AT & T Tech., 475 U.S. at 648, 106
S.Ct. at 1418)).
Stephens accepted the written Offer of Employment which
included an arbitration clause. The clause states, in
In the event of any dispute or claim relating to or arising
out of our employment relationship, you and the Company agree
that (i) any and all disputes between you and the Company
shall be fully and finally resolved by binding arbitration,
(ii) you are waiving any and all rights to a jury trial but
all court remedies will be available in arbitration, (iii)
all disputes shall be resolved by a neutral arbitrator who
shall issue a written opinion and (iv) the arbitration shall
provide for adequate discovery.
(ECF No. 5 p. 6).
Offer includes the statement, “Please note that we must
receive your signed Agreement before your first day of
employment.” Id. The only reference to a
separate “Agreement” contained in the Offer is a
“Confidential Information Invention Assignment
Agreement.” Id. The Confidential Information
Invention Assignment Agreement is not relevant here. There is
no evidence that a separate arbitration agreement existed or
was contemplated by the parties.
Stephens contends that the terms of the Offer expired 7 days
after the date of the Offer. Mr. Stephens apparently argues
that all terms expired on January 21, 2018. He has failed to
provide any evidence to prove this argument. There is no
evidence that Mr. Stephens' compensation, title,
supervisor, work location, start date, and benefits expired
on January 21, 2018 after he accepted the offer on January
15, 2018. The Offer and its terms would only expire in 7 days
if Mr. Stephens did not agree to it.
Stephens contends that the terms of any arbitration
requirement in the Offer were not sufficiently detailed to
permit him to determine whether it was unconscionable. He
does not state how the requirement might be unconscionable as
it relates to him. “When reviewing an arbitration
clause, we ask only whether a valid arbitration agreement
exists and, if so, whether the particular dispute falls
within the terms of that agreement.” Dickson v.
Gospel for ASIA, Inc., 902 F.3d 831, 834 (8th Cir.
2018), reh'g denied (Oct. 30, 2018) (citing Faber v.
Menard, Inc., 367 F.3d 1048, 1052 (8th Cir. 2004)).
State contract law governs whether an arbitration agreement
is valid. Id. Under Arkansas law, the burden of
proving unconscionability is upon the party asserting the
defense. Poff v. Brown, 288 S.W.3d 620 (Ark. 2008).
We have stated that, in assessing whether a particular
contractual provision is unconscionable, the courts review
the totality of the circumstances surrounding the negotiation
and execution of the contract. Two important considerations
are whether there is a gross inequality of bargaining power
between the parties and whether the aggrieved party was made
aware of and comprehended the provision in question.
GGNSC Holdings, LLC v. Lamb By & Through
Williams, 487 S.W.3d 348, 357 (Ark. 2016) (citing
Jordan v. Diamond Equip. & Supply Co., 362 Ark.
142, 156, 207 S.W.3d 525, 535 (2005)).
Stephens has failed to demonstrate that the terms of the
agreement or the method of negotiation and execution were
unconscionable. Further, there is no evidence that he failed
to comprehend the terms of the agreement. The Offer was only
two pages long. The clause regarding arbitration was not
hidden and was clearly written. ...