United States District Court, E.D. Missouri, Eastern Division
MEMORANDUM AND ORDER
W. SIPPEL UNITED STATES DISTRICT JUDGE.
Jamila Frazier was employed by GC Services Limited
Partnership (“GC Services”) from March 2016 to
March 2017. In her complaint, Frazier brings claims for sex
discrimination, hostile work environment, and race
discrimination in violation of Title VII, 42 U.S.C. §
2000e et seq., GC Services moves to compel
arbitration, arguing that Frazier signed a Mutual Agreement
for Dispute Resolution (“Agreement”) governing
her claims. Frazier argues that the Agreement is not a valid
contract because GC Services failed to establish that its
signatory had authority to bind the company. Because I find
the Agreement to be a valid contract reserving threshold
questions of arbitrability for the arbitrator, I will grant
GC Services' motion to compel and will dismiss this suit
Federal Arbitration Act (“FAA”), 9 U.S.C. §
1 et seq., “reflects ‘a liberal federal
policy favoring arbitration.'” Torres v.
Simpatico, Inc., 781 F.3d 963, 968 (8th Cir. 2015)
(quoting AT & T Mobility LLC v. Concepcion, 553
U.S. 333, 339 (2011)). “[T]he FAA limits a district
court's initial role in any challenge to an arbitration
agreement to deciding whether ‘the making of the
agreement for arbitration or the failure to comply
therewith' is at issue.” MedCam, Inc. v.
MCNC, 414 F.3d 972, 974 (8th Cir. 2005) (quoting 9
U.S.C. § 4). The United States Court of Appeals for the
Eighth Circuit has refined this inquiry, requiring me to ask
“1) whether the agreement for arbitration was validly
made and 2) whether the arbitration agreement applies to the
dispute at hand, i.e., whether the dispute falls within the
scope of the arbitration agreement.” Id.;
see also Torres, 781 F.3d at 968-69. An arbitration
agreement's scope is interpreted liberally, with any
doubts resolved in favor of arbitration. MedCam, 414
F.3d at 975. A district court should compel arbitration
“unless it may be said with positive assurance that the
arbitration clause is not susceptible of an interpretation
that covers the asserted dispute.” Id.
(internal quotations omitted).
Validity of the Agreement
I must ask whether the arbitration agreement was validly
made-an inquiry governed by state contract law. Shockley
v. PrimeLending, 929 F.3d 1012, 1017 (8th Cir. 2019);
see also Robinson v. Title Lenders, Inc., 364 S.W.3d
505, 515 (Mo. 2012). “If a valid and enforceable
arbitration agreement exists under state-law contract
principles, any dispute that falls within the scope of that
agreement must be submitted to arbitration.”
Torres, 781 F.3d at 968 (citing Faber v.
Menard, 367 F.3d 1048, 1052 (8th Cir. 2004)). The
Agreement contains a choice-of-law provision stating that
Texas law shall apply. Yet I must consider Missouri law to
determine whether or not the Agreement is valid because this
is where Frazier worked for GC Services.
can choose to include a delegation provision -“an
agreement to arbitrate threshold issues concerning the
arbitration agreement”-in their contract. Soars v.
Easter Seals Midwest, 563 S.W.3d 111, 114 (Mo. 2018)
(quoting Rent-A-Center, West, Inc. v. Jackson, 561
U.S. 63, 68 (2010)). These threshold issues “may
include determining the validity of the arbitration agreement
itself.” Shockley, 929 F.3d at 1018 (citing
Rent-A-Center, 561 U.S. at 69). “A delegation
provision is an additional, severable agreement to arbitrate
threshold issues that is valid and enforceable unless a
specific challenge is levied against the delegation
provision.” State ex rel. Pinkerton v.
Fahnestock, 531 S.W.3d 36, 50 (Mo. 2017).
law requires (1) offer, (2) acceptance, and (3) consideration
to form a valid and enforceable contract. See Baker v.
Bristol Care, Inc., 450 S.W.3d 770, 774 (Mo. 2014). An
offer is made when the person receiving the offer would
“reasonably believe that an offer has been made.”
Jackson v. Higher Educ. Loan Auth., 497 S.W.3d 283,
288 (Mo.Ct.App. 2016) (internal quotation omitted). A valid
offer includes the ability to accept through some affirmative
words or action. Id. at 289. Acceptance occurs when
the person receiving the offer assents to the offer in a
“positive and unambiguous” manner. Katz v.
Anheuser-Busch, Inc., 347 S.W.3d 533, 545 (Mo.Ct.App.
2011). Finally, consideration involves “a promise to do
something or refrain from doing something, or the transfer of
something of value to the other party.”
Shockley, 929 F.3d at 1017-18 (citing
Baker, 450 S.W.3d at 774).
case, it is clear that there is offer, acceptance, and
consideration. Frazier signed the Agreement. Trenda Loucks,
GC Services' Assistant Vice President of Human Resources,
signed the Agreement on behalf of GC Services.In signing the
Agreement, both Frazier and GC Services promised to resolve
any work-related disputes between them through arbitration in
consideration of both parties waiving any right to pursue
their claims in court. A mutual promise between an employee
and an employer to arbitrate employment disputes is valid
consideration to create an enforceable bilateral contract.
Jimenez v. Cintas Corp., 475 S.W.3d 679, 685-86
(Mo.Ct.App. 2015). Because the Agreement contains a mutual
promise to arbitrate, it is a valid contract.
only argument is that GC Services did not accept the contract
because GC Services does not prove that Loucks had authority
to bind GC Services to the Agreement. This argument fails. In
Missouri, a principal is responsible for the agreements of
its agent who acts with authority-either actual authority
(which can be express or implied) or apparent authority.
Pitman Place Dev., LLC v. Howard Invs., LLC, 330
S.W.3d 519, 527 (Mo.Ct.App. 2010). Actual authority is
created by a principal's manifestations to its agent; in
particular, “[e]xpress authority is created when the
principal explicitly tells the agent what to do.”
United Missouri Bank, N.A. v. Beard, 877 S.W.2d 237,
241 (Mo.Ct.App. 1994).
had actual express authority to bind GC Services.
(See Doc. #8-1; Doc. # 17-1). According to
Loucks' sworn declaration, GC Services expressly gave her
authority to enter into arbitration agreements on behalf of
the company. Loucks says that a Senior Vice President for GC
Services “told me that I should sign these agreements
on behalf of GC Services, and that it would be a part of my
job duties to do so.” (Doc. #17-1 at ¶ 6). This
clear instruction creates actual authority in Loucks to bind
GC Services. Thus, I find the Agreement's delegation
provision to be a validly made contract.
Scope of the Agreement
I must ask whether the arbitration agreement applies to the
dispute at hand. In relevant part, the Agreement states:
1. All Disputes Must be Arbitrated. It is
the intent of the parties hereto that all legally cognizable
disputes between them that cannot be resolved to the
parties' satisfaction through use of the Company's
personnel policies must be resolved by final and binding
arbitration. Claims subject to arbitration include
all legally cognizable claims in the broadest context and
include, but are not limited to, any dispute about the
interpretation, applicability, validity, existence,enforcement, or extent of arbitrability of or under
this Agreement, and any claim arising under any federal,
state, or local statute . . . includ[ing] . . . any claim of
employment discrimination in any alleged form. . . . The
parties jointly agree neither may file any lawsuit to resolve
any dispute between ...