United States District Court, W.D. Missouri, Western Division
ORDER AND OPINION DENYING DEFENDANT'S MOTION TO
STAY PROCEEDINGS AND COMPEL ARBITRATION
Edward McFadden (“Plaintiff”) filed this suit for
age discrimination against his former employer, Defendant Van
Chevrolet-Cadillac, LLC (“Defendant”). Now
pending is Defendant's Motion to Stay Proceedings and
Compel Arbitration, (Doc. 9), which argues that the parties
contractually agreed to arbitrate this dispute. As further
explained below, the Court finds that mutual assent is
lacking because Defendant did not sign the agreement or
otherwise establish its assent. Consequently, the Motion is
owns and operates a car dealership in Kansas City, Missouri.
On November 28, 2016, Defendant hired Plaintiff on an at-will
basis as sales director. At that time, Defendant presented
Plaintiff with a document titled Mutual Agreement to
Arbitrate Claims (“Agreement”). In relevant part,
the Agreement provides that “[b]y agreeing to
arbitrate, the Dealership and its Employees give up their
right to sue in court, as well as the right to trial by jury.
The Dealership and Employees agree, instead, that any legal
claim that either may have against the other will be
submitted to a private, impartial arbitrator . . . for a
final and binding decision[.]” (Doc. 10-1, p. 5, §
1.) (emphasis omitted.)
Agreement specifies that the parties agree to “resolve
by arbitration all statutory, contractual and common law
claims or controversies, past, present or future, that arise
out of or relate to the Employee's hiring, employment, or
termination . . . including . . . claims of discrimination .
. . under any federal, state or local statute or
ordinance[.]” (Id., p. 5, § 2.) The
Agreement states that it “shall be governed by the
Federal Arbitration Act, 9 U.S.C. §§ 1-16”
(the “FAA”) (Id., p. 10, § 22.)
Agreement concludes with a page titled “KNOWING AND
VOLUNTARY AGREEMENT.” (Id., p. 12.) This page
states, in part, “I understand that by signing this
agreement I am giving up my right to a jury trial.”
(Id.) A designated signature and date line is
provided for both the “Employee” and for
Defendant's “Authorized Dealership
Representative.” Plaintiff signed and dated the
Agreement “11-28-16.” (Id.) The
signature and date lines for Defendant are blank. Defendant
states that it “could not locate a copy of the
Agreement signed by [Defendant].” (Doc. 10, p. 6, n.1.)
April 1, 2017, Defendant terminated Plaintiff's
employment and replaced him with a younger individual.
Plaintiff responded by filing a one-count Petition in state
court. The Petition alleges that Defendant discriminated
against Plaintiff on the basis of age in violation of the
Missouri Human Rights Act. See Mo. Rev. Stat.
§§ 213.010(1), 213.055.1(1)(a). Defendant removed
the case to this Court on the basis of diversity
jurisdiction, (Doc. 1), and now moves to compel arbitration
pursuant to the Agreement, (Doc. 9).
the FAA, arbitration agreements are “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. When presented with a
motion to compel arbitration, “we ask only (1) whether
there is a valid arbitration agreement and (2) whether the
particular dispute falls within the terms of that
agreement.” Robinson v. EOR-ARK, LLC, 841 F.3d
781, 783-84 (8th Cir. 2016) (citations and quotations
omitted). Arbitration must be ordered if both inquiries are
answered in the affirmative. Id.
turns on the application of state contract law. Torres v.
Simpatico, Inc., 781 F.3d 963, 968 (8th Cir. 2015).
“The elements required to form a valid contract in
Missouri are offer, acceptance, and bargained for
consideration.” Frye v. Speedway Chevrolet
Cadillac, 321 S.W.3d 429, 436 (Mo.Ct.App. 2010)
(citations and quotations omitted). The party moving to
compel arbitration bears the burden of proving these
elements. Clemmons v. Kansas City Chiefs Football Club,
Inc., 397 S.W.3d 503, 506 (Mo.Ct.App. 2013).
Plaintiff contends the Agreement is not valid for several
reasons, including that the parties did not mutually assent.
Defendant argues the Agreement is valid, and further argues
that the Agreement's delegation clause requires that
contract formation and enforceability issues be submitted to
the arbitrator. The Court addresses these arguments below.
and acceptance requires a mutual agreement.” Baier
v. Darden Rests., 420 S.W.3d 733, 738 (Mo.Ct.App. 2014).
“A mutual agreement is reached when the minds of the
contracting parties meet upon and assent to the same thing in
the same sense at the same time.” Youngs v.
Conley, 505 S.W.3d 305, 314 (Mo.Ct.App. 2016)
(citations, quotations, and alterations omitted). “A
meeting of the minds occurs when there is a definite offer
and an unequivocal acceptance.” Id.
(citations and quotations omitted) (emphasis in original).
Under Missouri law, a “party's signature on a
contract remains the common, though not exclusive, method of
demonstrating agreement.” Baier, 420 S.W.3d at
738 (citations and quotations omitted). “Assent can be
shown in other ways, such as by the parties'
conduct.” Heritage Roofing, LLC v. Fischer,
164 S.W.3d 128, 134 (Mo.Ct.App. 2005).
mutual assent exists “depends upon the intentions of
the parties.” Baier, 420 S.W.3d at 738.
“Seldom are the intentions of parties capable of direct
proof and, ordinarily, such intentions are determinable only
through logical deduction from proven facts.”
Id. (citations and quotations omitted). The Court
must find whether the facts establish a party's intent to
be bound. Id. at 738-39; see also Int'l
Ass'n of Bridge, Structural, Ornamental, &
Reinforcing Ironworkers, Shopman's Local 493 v. EFCO
Corp. & Constr. Prods., Inc., 359 F.3d 954, 956 (8th