United States District Court, W.D. Missouri, Western Division
STEPHEN R. BOUGH JUDGE
the Court is Defendant's Motion to Dismiss or, in the
Alternative, to Stay and Compel Arbitration filed by
Defendant Securitas Security Services USA, Inc. (Doc. #4).
Defendant Securitas's motion is granted in part and
denied in part. Defendant Securitas's request to compel
arbitration is DENIED. To the extent Plaintiff George
Wilber intended to include Dan Arnold as an
individual Defendant, Defendant Securitas's motion to
dismiss Dan Arnold is GRANTED.
November 26, 2018, Plaintiff filed a Complaint in the Circuit
Court of Jackson County, Missouri, including one count for
violation of the Age Discrimination in Employment Act, 29
U.S.C., § 621, et seq. The Complaint's caption lists
only Plaintiff's former employer, Securitas, as a
Defendant. The body of the Complaint, however, states,
“Separate Defendant, Dan Arnold, . . . is an individual
employed by Securitas[.]” (Doc. #1-1, ¶ 3).
Defendant Securitas removed the case to this Court on March
7, 2019. According to the record before the Court, no summons
was issued for Dan Arnold who has not been served in this
Complaint alleges he was terminated from his job as a branch
manager by his supervisor, Dan Arnold, because of his age. At
the inception of Plaintiff's employment with Defendant
Securitas, Plaintiff signed a “Dispute Resolution
Agreement Acknowledgment” stating:
I have received a copy of the Securitas Security Services
USA, Inc. (the “Company”) Dispute Resolution
Agreement (the “Agreement”) and I have read and I
understand all of the terms contained in the Agreement. I
understand that employment or continued employment at the
Company constitutes acceptance of this Agreement and its
terms. I further acknowledge that the Company and I are
mutually bound by this Agreement and its terms.
(Doc. #5-2, p. 1). The Dispute Resolution Agreement provides,
“Under the terms set forth below, both you and the
Company mutually agree and thus are required to resolve
claims either may have against the other by Arbitration
instead of in a court of law.” (Doc. #5-1, p. 1).
signed and printed his name on the Acknowledgment on August
21, 2013. Next to Plaintiff's signature are two lines for
the “Employer Representative Signature” and
“Employer Representative Printed Name[.]” Both
does not contest that he signed the Acknowledgement, although
Plaintiff contests whether he actually received and read the
Dispute Resolution Agreement. The Court finds this dispute to
be immaterial to the outcome. Rather, the Court finds the
lack of Defendant's signature to be determinative because
the agreement to arbitrate was never completed due to lack of
any suit or proceeding be brought in any of the courts of the
United States upon any issue referable to arbitration under
an agreement in writing for such arbitration, the court in
which such suit is pending, upon being satisfied that the
issue involved in such suit or proceeding is referable to
arbitration under such an agreement, shall on application of
one of the parties stay the trial of the action until such
arbitration has been had in accordance with the terms of the
agreement[.]” 9 U.S.C. § 3. “The Federal
Arbitration Act (FAA or Act) requires courts to place
arbitration agreements ‘on equal footing with all other
contracts.'” Kindred Nursing Centers Ltd.
P'ship v. Clark, 137 S.Ct. 1421, 1424 (2017)
(quoting DIRECTV, Inc. v. Imburgia, 136 S.Ct. 463,
465 (2015)). Therefore, “arbitration agreements [may]
be declared unenforceable ‘upon such grounds as exist
at law or in equity for the revocation of any
contract.'” AT&T Mobility LLC v.
Concepcion, 563 U.S. 333, 339 (2011) (quoting 9 U.S.C.
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.” McFadden v. Van Chevrolet-Cadillac,
LLC, No. 18-00395-CV-W-BP, 2018 WL 3715756, at *1 (W.D.
Mo. Aug. 3, 2018) (citation omitted). As a Court sitting in
Missouri, this Court must analyze an arbitration agreement
based on Missouri state-law principles. Robinson v.
EOR-ARK, LLC, 841 F.3d 781, 784 (8th Cir. 2016).
“The elements required to form a valid contract in
Missouri are offer, acceptance, and bargained for
consideration.” Baier v. Darden Restaurants,
420 S.W.3d 733, 737 (Mo. App. W.D. 2014) (citation and
internal quotation marks omitted). “The party seeking
to compel arbitration bears the burden of proving the
existence of a valid and enforceable arbitration
agreement.” Jackson v. Higher Educ. Loan Auth. of
Missouri, 497 S.W.3d 283, 287 (Mo. App. E.D. 2016)
(citing Jimenez v. Cintas Corp., 475 S.W.3d 679, 683
(Mo. App. E.D. 2015)).
Securitas argues the parties entered into a bilateral
contract based on their mutual promises to arbitrate disputes
between them. (Doc. #10, p. 6). “It is axiomatic that a
proposal to enter into a bilateral agreement must be accepted
by both parties for a contract to
be formed.” Baier, 420 S.W.3d at 738 (citation
omitted). “Whether there is mutual assent sufficient to
form a contract depends on the intentions of the
parties.” Id. (citation omitted). While a
signature is one way to establish acceptance, it is not the
only way. Id. “[I]n the absence of a
signature, the party claiming that a contract was formed must
present other evidence to establish its assent to abide by
the terms of the ...