Court of Appeals of Missouri, Southern District, Second Division
FROM THE CIRCUIT COURT OF GREENE COUNTY Honorable Mark A.
Powell, Associate Circuit Judge.
WILLIAM W. FRANCIS, JR., J.
Youngblood Motors, Inc., d/b/a Youngblood Nissan
("Youngblood") challenges an Order denying its
motion to compel arbitration. In two points on appeal,
Youngblood argues that the trial court erred in denying its
motion to compel arbitration because: (1) the arbitration
agreement was supported by sufficient consideration, and (2)
federal law and arbitration policy require the enforcement of
the arbitration agreement. Finding no merit to either point,
we affirm the judgment of the trial court.
and Procedural History
Wilder ("Wilder") was hired by Youngblood on
January 29, 2015, with her first day of work being February
2, 2015. On February 2, 2015, Wilder and a representative of
Youngblood signed an "Agreement for Binding
Arbitration" ("Arbitration Agreement").
Arbitration Agreement states, in relevant part, that:
This Agreement to submit matters to binding arbitration is a
condition of [Wilder]'s at-will employment with
[Youngblood], [Youngblood]'s employment of [Wilder],
[Wilder]'s receipt of the compensation now and hereafter
paid to [Wilder] by [Youngblood], [Wilder], [Youngblood] and
Co-Employee (collectively "Parties") agree:
The Parties agree pursuant to this Agreement that final and
binding arbitration is the sole and exclusive means to
resolve any and or all claims or disputes between each other,
and they each waive the right to resolve any claim or dispute
by filing a lawsuit or other civil action or proceeding
against each other, including waiving the right to a jury
trial or court trial unless otherwise provided herein.
This Agreement does not cover [Wilder]'s claims, rights
or causes of action for unemployment benefits, workers'
compensation benefits, and [Youngblood]'s claims for
breach of trust violations, use or dissemination of
confidential information, unfair competition, disclosure or
use of trade secrets for which [Youngblood] may seek all
appropriate relief (including, but not limited to injunctive
or equitable relief) from a court of competent jurisdiction.
Arbitration Agreement then describes the claims to be
submitted to binding and final arbitration.
held various positions during her employment, one being the
Nissan Owner Loyalty Manager. Youngblood terminated Wilder on
September 20, 2016.
February 14, 2017, Wilder filed a "Petition"
asserting a claim for wrongful termination, in violation of
Missouri's public policy, for reporting what was alleged
to be wire fraud by Youngblood.
Youngblood filed an "Answer and Motion to Compel
Arbitration" asserting that matters covered by the
Arbitration Agreement included wrongful termination, wrongful
demotion, and whistle blowing. On March 22, 2017,  Youngblood filed a
"Demand for Arbitration" with the American
Arbitration Association on the claims asserted by Wilder.
filed suggestions in opposition to Youngblood's motion to
compel arbitration arguing that the Arbitration Agreement
"is unsupported by any consideration, and is, therefore,
invalid because [Wilder]'s employment relationship with
[Youngblood] was 'at-will', and the agreement lacks
mutuality of obligation." Wilder also argued that the
Arbitration Agreement was "unconscionable" because
she was pressured to sign the Arbitration Agreement without
sufficient time to fully read and understand the terms of the
Arbitration Agreement. Youngblood filed a response to Wilder's
suggestions in opposition to the motion to compel
arbitration, with Wilder then filing a sur-reply.
8, 2017, a hearing was held on Youngblood's motion to
compel arbitration. The trial court took the matter under
advisement and issued its Order on June 21, 2017. In its
Order, the trial court found that "at-will employment,
in and of itself, does not provide consideration for this
arbitration agreement." In addition, the trial court
found that Youngblood was:
exempt from arbitrating certain claims where Wilder would be
required to arbitrate those same claims. This exception
allows Youngblood to avoid arbitrating the claims it is most
likely to bring against Wilder. At the same time, Wilder
would be required to arbitrate all legally arbitrable claims
she may have against Youngblood. Therefore, the arbitration
agreement lacks a mutuality of promise and is devoid of
trial court concluded that Youngblood "failed to meet
its burden of proving the existence of a validly formed
arbitration agreement[, ]" and overruled
Youngblood's motion to compel arbitration. This appeal
points on appeal, Youngblood asserts:
I. THE TRIAL COURT ERRED IN REFUSING TO GRANT APPELLANT'S
MOTION TO COMPEL ARBITRATION OF THE DISPUTES BETWEEN
APPELLANT YOUNGBLOOD AND RESPONDENT WILDER, BECAUSE THE TRIAL
COURT WAS REQUIRED TO DO SO UNDER 9 U.S.C. § 3, 9 U.S.C.
§ 4, § 435.355.1 AND § 435.355.4, RSMO., GIVEN
THE AGREEMENT FOR BINDING ARBITRATION EXECUTED BY THE PARTIES
COVERED WILDER'S CLAIMS AND IT WAS ENFORCEABLE, IN THAT
THE AGREEMENT FOR BINDING ARBITRATION WAS SUPPORTED BY
II. THE TRIAL COURT ERRED IN REFUSING TO GRANT
APPELLANT'S MOTION TO COMPEL ARBITRATION OF THE DISPUTES
BETWEEN APPELLANT YOUNGBLOOD AND RESPONDENT WILDER, BECAUSE
THE TRIAL COURT WAS REQUIRED TO DO SO UNDER FEDERAL POLICY
EXPRESSED IN 9 U.S.C.2 et. seq., GIVEN THE AGREEMENT FOR
BINDING ARBITRATION WAS ENFORCEABLE BASED UPON AT WILL
EMPLOYMENT, IN THAT PROVIDING AT WILL EMPLOYMENT AS
SUFFICIENT CONSIDERATION IN SOME EMPLOYMENT AGREEMENTS, BUT
NOT FOR AN ARBITRATION AGREEMENT, VIOLATES FEDERAL POLICY BY
IMPERMISSABLY [SIC] INTERFERRING [SIC] WITH ITS POLICY
FAVORING ARBITRATION AGREEMENTS.
Standard of Review
Whether arbitration can be compelled under the terms of an
employment agreement is a question of contract law that we
review de novo. Generally, when faced with a motion to compel
arbitration, we must consider three factors: first, whether a
valid arbitration agreement exists; second, whether the
specific dispute falls within the scope of the agreement; and
third, whether the agreement is subject to revocation under
applicable principles of contract law. The party seeking to
compel arbitration has the burden of proving the existence of
a valid and enforceable arbitration agreement.
Jimenez v. Cintas Corp., 475 S.W.3d 679, 683
(Mo.App. E.D. 2015).
preliminary matter, we note that this appeal arises from an
Order denying Youngblood's motion to compel arbitration.
As a general rule, "a final judgment is a prerequisite
to appellate review." Sanford v. CenturyTel of
Missouri, LLC, 490 S.W.3d 717, 719 (Mo. banc 2016)
(internal quotation and citation omitted). However, an
exception to this rule is that "[a]n order
denying a motion to compel arbitration is subject to
immediate interlocutory appeal under § 435.440,
State ex rel. Alst v. Harrell, 528 S.W.3d 442, 445
(Mo.App. W.D. 2017) ...