1 WO 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA 8
Lori L Krautstrunk, ) No. CV-23-00626-PHX-SPL ) 9 ) 10 Plaintiff, ) ORDER vs. ) ) 11 ) JPMorgan Chase & Company et. al., ) 12 ) 13 Defendants. ) ) 14 )
15 Before the Court is Defendant’s Motion to Compel Arbitration and Dismiss Case 16 Without Prejudice (Doc. 19). This Motion is fully briefed. (Docs. 19, 20, 21). For the 17 following reasons, the Motion will be granted. 18 I. BACKGROUND 19 On March 11, 2021, Defendant JPMorgan Chase Bank, N.A. emailed Plaintiff Lori 20 Krautstrunk an employment offer letter (the “Offer Letter”) through its electronic system. 21 (Doc. 20 at 2; Doc. 19 at 2). That same day, Plaintiff electronically signed and accepted 22 the Offer Letter. (Doc. 20 at 2–3). In response, Defendant sent Plaintiff a confirmation 23 email on March 12, 2021. (Id. at 3). The parties dispute that the Offer Letter included 24 arbitration terms. (Doc. 19 at 2; Doc. 20 at 3). Defendant argues that the Offer Letter 25 Plaintiff electronically signed and accepted included an attached Binding Arbitration 26 Agreement (the “BAA”). (Doc. 19 at 2). The alleged BAA provided that the parties agreed 27 to arbitrate any employment-related claims. (Doc. 19-1 at 11). Plaintiff, however, argues 28 that the electronic acceptance she signed did not mention or explicitly reference any 1 Alternative Dispute Resolution or arbitration agreement. (Doc. 20 at 3). Further, Plaintiff 2 claims that she did not learn about the arbitration provision until after this action was filed. 3 (Id.). Defendant claims Offer Letter is thirteen pages long (Doc. 19-1 at 4–16) and includes 4 the BAA which begins on the eighth page and provides in part: 5 Binding Arbitration Agreement: 6 JPMorgan Chase believes that if a dispute related to an employee’s or former employee’s employment arises, it is in 7 the best interests of both the individual and JPMorgan Chase to resolve the dispute without litigation. Most such disputes are 8 resolved internally through the Firm’s Open Communication Policy. When such disputes are not resolved internally, 9 JPMorgan Chase provides for their resolution by binding arbitration as described in this Binding Arbitration Agreement 10 (“Agreement”). “JPMorgan Chase” and the “Firm” as used in this Agreement mean JPMorgan Chase & Co. and all of its 11 direct and indirect subsidiaries. 12 (Doc. 19-1 at 11). This is the only offer letter filed on the record. However, Plaintiff 13 explains in her declaration that the offer letter she received had a different format and 14 contained less pages. (Doc. 20-1 at 2, ¶ 6). She states that the offer letter she signed 15 consisted of only the first four pages of the Offer Letter. (Id. at 3, ¶ 8). Therefore, Plaintiff 16 claims that the only mention of arbitration terms is on the fourth (and final) page of the 17 offer letter she received: 18 This offer of employment is subject to all the terms, conditions 19 and attachments included in this document, the Binding Arbitration Agreement and all Firm policies and procedures, 20 including but not limited to the JPMorgan Chase Code of Conduct. 21 22 (Doc. 19-1 at 7; Doc. 20 at 4) (emphasis in original). This page of the Offer Letter also 23 includes a signature with a message welcoming Plaintiff to JPMorgan Chase Bank 24 followed by three additional paragraphs that begins with a heading in bold font that states: 25 “Appendix: Systems Monitoring Activities and Cross-Border Transfers:” (Doc. 19-1 26 at 7). Plaintiff’s recollection is that this page was formatted differently. She provides in her 27 declaration that the offer letter ended with the signature and did not make any reference to 28 an Appendix or other attachments. (Doc. 20-1 at 3, ¶ 9). 1 Defendant hired Plaintiff in April 2021. (Doc. 19 at 2; Doc. 20 at 2). Plaintiff was 2 laid off on May 5, 2022. (Doc. 12 at 6, ¶ 50). On April 14, 2023, Plaintiff filed a Complaint 3 alleging that Defendant violated the Americans with Disabilities Act, 42 U.S.C. § 12101, 4 et seq. (Doc. 1). On August 9, 2023, Defendant moved to compel Plaintiff to submit to 5 arbitration under the alleged BAA and dismiss the case without prejudice. (Doc. 19). On 6 October 31, 2023, the Court held an Oral Argument hearing at which it heard arguments 7 from both parties. (Doc. 23). The Court has further reviewed the briefing, the parties’ 8 arguments, and the evidence received in the record, and now addresses Defendant’s Motion 9 to Compel Arbitration. 10 II. LEGAL STANDARD 11 The Federal Arbitration Act (“FAA”) “mandates that district courts shall direct the 12 parties to proceed to arbitration on issues as to which an arbitration agreement has been 13 signed.” Dean Witter Reynolds Inc. v. Byrd, 470 U.S. 213, 218 (1985) (citing 9 U.S.C. 14 §§ 3, 4) (alterations in original). “The court’s role under the [FAA] is therefore limited to 15 determining (1) whether a valid agreement to arbitrate exists and, if it does, (2) whether the 16 agreement encompasses the dispute at issue.” Chiron Corp. v. Ortho Diagnostic Sys., Inc., 17 207 F.3d 1126, 1130 (9th Cir. 2000) (citing 9 U.S.C. § 4) (other citations omitted). “The 18 standard the court applies in making the arbitrability determination is similar to the 19 summary judgment standard, and the court should review the record to determine if the 20 party opposing arbitration has raised any triable issue of fact.” The O.N. Equity Sales Co. 21 v. Thiers, 590 F. Supp. 2d 1208, 1211 (D. Ariz. 2008). 22 “Arbitration agreements are presumptively enforceable under the FAA ‘save upon 23 such grounds as exist at law or in equity for the revocation of any contract.’” Taleb v. 24 AutoNation USA Corp., No. CV06-02013-PHX-NVW, 2006 WL 3716922, at *2 (D. Ariz. 25 Nov. 13, 2006) (quoting 9 U.S.C. § 2). The FAA’s saving clause, however, “permits 26 agreements to arbitrate to be invalidated by generally applicable contract defenses, such as 27 fraud, duress, or unconscionability.” AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 28 339 (2011) (internal quotation marks omitted). Thus, “[i]n determining the validity of an 1 agreement to arbitrate, federal courts ‘should apply ordinary state-law principles that 2 govern the formation of contracts.’” Cir. City Stores, Inc. v. Adams, 279 F.3d 889, 892 (9th 3 Cir. 2002) (citing First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 944 (1995)). 4 III. DISCUSSION 5 “The summary judgment standard is appropriate because the district court’s order 6 compelling arbitration is in effect a summary disposition of the issue of whether or not 7 there had been a meeting of the minds on the agreement to arbitrate.” Hansen v. LMB 8 Mortg. Servs., Inc., 1 F.4th 667, 670 (9th Cir. 2021) (citations and quotations omitted).
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1 WO 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA 8
Lori L Krautstrunk, ) No. CV-23-00626-PHX-SPL ) 9 ) 10 Plaintiff, ) ORDER vs. ) ) 11 ) JPMorgan Chase & Company et. al., ) 12 ) 13 Defendants. ) ) 14 )
15 Before the Court is Defendant’s Motion to Compel Arbitration and Dismiss Case 16 Without Prejudice (Doc. 19). This Motion is fully briefed. (Docs. 19, 20, 21). For the 17 following reasons, the Motion will be granted. 18 I. BACKGROUND 19 On March 11, 2021, Defendant JPMorgan Chase Bank, N.A. emailed Plaintiff Lori 20 Krautstrunk an employment offer letter (the “Offer Letter”) through its electronic system. 21 (Doc. 20 at 2; Doc. 19 at 2). That same day, Plaintiff electronically signed and accepted 22 the Offer Letter. (Doc. 20 at 2–3). In response, Defendant sent Plaintiff a confirmation 23 email on March 12, 2021. (Id. at 3). The parties dispute that the Offer Letter included 24 arbitration terms. (Doc. 19 at 2; Doc. 20 at 3). Defendant argues that the Offer Letter 25 Plaintiff electronically signed and accepted included an attached Binding Arbitration 26 Agreement (the “BAA”). (Doc. 19 at 2). The alleged BAA provided that the parties agreed 27 to arbitrate any employment-related claims. (Doc. 19-1 at 11). Plaintiff, however, argues 28 that the electronic acceptance she signed did not mention or explicitly reference any 1 Alternative Dispute Resolution or arbitration agreement. (Doc. 20 at 3). Further, Plaintiff 2 claims that she did not learn about the arbitration provision until after this action was filed. 3 (Id.). Defendant claims Offer Letter is thirteen pages long (Doc. 19-1 at 4–16) and includes 4 the BAA which begins on the eighth page and provides in part: 5 Binding Arbitration Agreement: 6 JPMorgan Chase believes that if a dispute related to an employee’s or former employee’s employment arises, it is in 7 the best interests of both the individual and JPMorgan Chase to resolve the dispute without litigation. Most such disputes are 8 resolved internally through the Firm’s Open Communication Policy. When such disputes are not resolved internally, 9 JPMorgan Chase provides for their resolution by binding arbitration as described in this Binding Arbitration Agreement 10 (“Agreement”). “JPMorgan Chase” and the “Firm” as used in this Agreement mean JPMorgan Chase & Co. and all of its 11 direct and indirect subsidiaries. 12 (Doc. 19-1 at 11). This is the only offer letter filed on the record. However, Plaintiff 13 explains in her declaration that the offer letter she received had a different format and 14 contained less pages. (Doc. 20-1 at 2, ¶ 6). She states that the offer letter she signed 15 consisted of only the first four pages of the Offer Letter. (Id. at 3, ¶ 8). Therefore, Plaintiff 16 claims that the only mention of arbitration terms is on the fourth (and final) page of the 17 offer letter she received: 18 This offer of employment is subject to all the terms, conditions 19 and attachments included in this document, the Binding Arbitration Agreement and all Firm policies and procedures, 20 including but not limited to the JPMorgan Chase Code of Conduct. 21 22 (Doc. 19-1 at 7; Doc. 20 at 4) (emphasis in original). This page of the Offer Letter also 23 includes a signature with a message welcoming Plaintiff to JPMorgan Chase Bank 24 followed by three additional paragraphs that begins with a heading in bold font that states: 25 “Appendix: Systems Monitoring Activities and Cross-Border Transfers:” (Doc. 19-1 26 at 7). Plaintiff’s recollection is that this page was formatted differently. She provides in her 27 declaration that the offer letter ended with the signature and did not make any reference to 28 an Appendix or other attachments. (Doc. 20-1 at 3, ¶ 9). 1 Defendant hired Plaintiff in April 2021. (Doc. 19 at 2; Doc. 20 at 2). Plaintiff was 2 laid off on May 5, 2022. (Doc. 12 at 6, ¶ 50). On April 14, 2023, Plaintiff filed a Complaint 3 alleging that Defendant violated the Americans with Disabilities Act, 42 U.S.C. § 12101, 4 et seq. (Doc. 1). On August 9, 2023, Defendant moved to compel Plaintiff to submit to 5 arbitration under the alleged BAA and dismiss the case without prejudice. (Doc. 19). On 6 October 31, 2023, the Court held an Oral Argument hearing at which it heard arguments 7 from both parties. (Doc. 23). The Court has further reviewed the briefing, the parties’ 8 arguments, and the evidence received in the record, and now addresses Defendant’s Motion 9 to Compel Arbitration. 10 II. LEGAL STANDARD 11 The Federal Arbitration Act (“FAA”) “mandates that district courts shall direct the 12 parties to proceed to arbitration on issues as to which an arbitration agreement has been 13 signed.” Dean Witter Reynolds Inc. v. Byrd, 470 U.S. 213, 218 (1985) (citing 9 U.S.C. 14 §§ 3, 4) (alterations in original). “The court’s role under the [FAA] is therefore limited to 15 determining (1) whether a valid agreement to arbitrate exists and, if it does, (2) whether the 16 agreement encompasses the dispute at issue.” Chiron Corp. v. Ortho Diagnostic Sys., Inc., 17 207 F.3d 1126, 1130 (9th Cir. 2000) (citing 9 U.S.C. § 4) (other citations omitted). “The 18 standard the court applies in making the arbitrability determination is similar to the 19 summary judgment standard, and the court should review the record to determine if the 20 party opposing arbitration has raised any triable issue of fact.” The O.N. Equity Sales Co. 21 v. Thiers, 590 F. Supp. 2d 1208, 1211 (D. Ariz. 2008). 22 “Arbitration agreements are presumptively enforceable under the FAA ‘save upon 23 such grounds as exist at law or in equity for the revocation of any contract.’” Taleb v. 24 AutoNation USA Corp., No. CV06-02013-PHX-NVW, 2006 WL 3716922, at *2 (D. Ariz. 25 Nov. 13, 2006) (quoting 9 U.S.C. § 2). The FAA’s saving clause, however, “permits 26 agreements to arbitrate to be invalidated by generally applicable contract defenses, such as 27 fraud, duress, or unconscionability.” AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 28 339 (2011) (internal quotation marks omitted). Thus, “[i]n determining the validity of an 1 agreement to arbitrate, federal courts ‘should apply ordinary state-law principles that 2 govern the formation of contracts.’” Cir. City Stores, Inc. v. Adams, 279 F.3d 889, 892 (9th 3 Cir. 2002) (citing First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 944 (1995)). 4 III. DISCUSSION 5 “The summary judgment standard is appropriate because the district court’s order 6 compelling arbitration is in effect a summary disposition of the issue of whether or not 7 there had been a meeting of the minds on the agreement to arbitrate.” Hansen v. LMB 8 Mortg. Servs., Inc., 1 F.4th 667, 670 (9th Cir. 2021) (citations and quotations omitted). 9 Once the moving party has carried its burden under the summary judgment rule, the non- 10 moving party “must do more than simply show that there is some metaphysical doubt as to 11 the material facts.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 12 106 S. Ct. 1348, 1356, 89 L. Ed. 2d 538 (1986); see Slade v. Empire Today, LLC, No. 20- 13 CV-2393 DMS (KSC), 2021 WL 2864813, at *4 (S.D. Cal. July 8, 2021) (granting the 14 defendant’s motion to compel arbitration and finding that no reasonable factfinder could 15 find for the plaintiff on the basis of the evidence presented to the court). 16 The parties do not dispute that a valid signed employment agreement exists. 17 However, the parties dispute whether the employment agreement Plaintiff received 18 included the BAA. Defendant provided several declarations to support that the signed Offer 19 Letter included the BAA. (Docs. 19-1; 19-2; 19-3). These declarations explain that it is 20 Defendant’s regular business practice to maintain employee documents and its records 21 show that Plaintiff electronically signed and accepted the Offer Letter which included the 22 BAA. (Doc. 19-1 at 2). Plaintiff, however, believes that the statements in her declaration 23 are sufficient to dispute this evidence. Plaintiff relies on a decision from this District in 24 Stirrup v. Education Mgmt., LLC, No. CV-13-01063-TUC-CRP, 2014 WL 4655438, at *10 25 (D. Ariz. Sept. 17, 2014) to support her argument. In Stirrup, the court found that the 26 plaintiff’s declaration raised a genuine dispute of material fact and denied the defendant’s 27 motion to compel arbitration. Stirrup v. Educ. Mgmt. LLC, 2014 WL 4655438, at *11. In 28 that case, the plaintiff stated in her declaration that she did not assent to an arbitration 1 agreement because she never received any document containing arbitration terms. Id. at 2 *10. Moreover, the plaintiff alleged that she was away from her computer at the time the 3 agreement was sent, and she never saw or signed the agreement. Id. at *5. These facts are 4 clearly distinguishable from this case. 5 Unlike the facts in Stirrup, the facts here support a finding that Plaintiff assented to 6 the terms in the BAA. First, Plaintiff’s declaration states that she received and reviewed 7 the Offer Letter. (Doc. 20-1 at 12, ¶ 4). She also states that she electronically signed the 8 offer. (Id. at 3, ¶ 11). Plaintiff, however, claims that “[t]he electronic acceptance-signature 9 that [she] submitted to accept Chase’s job Offer did not refer to the terms of any arbitration 10 agreement or dispute resolution process to which [she] was agreeing.” (Id. at 3, ¶ 13). 11 Nevertheless, Plaintiff recalls seeing a paragraph that stated her offer of employment was 12 subject to the attachments including the binding arbitration agreement. (Doc. 20 at 4). More 13 importantly, Plaintiff admits in her declaration that she only “skimmed through the Offer 14 letter” before concluding that it was only four pages long. (Id. at 3, ¶ 13) (emphasis added). 15 Plaintiff obviously did not read the Offer Letter in its entirety. Plaintiff may not contest the 16 arbitration agreement simply because she did not fully read the arbitration agreement or 17 does not recall signing it. See Martinez v. Domino’s Pizza LLC, No. CV-18-02341-PHX- 18 SRB, 2019 WL 13252373, at *2 (D. Ariz. June 27, 2019) (holding that the plaintiff’s failure 19 to recall whether he signed the arbitration agreement did not render the agreement 20 unenforceable). Therefore, Plaintiff’s declaration does not raise a genuine dispute of 21 material fact. Accordingly, the Court finds that Plaintiff assented to the terms in the BAA. 22 Plaintiff also argues that the BAA is not enforceable because she recalls receiving 23 only the first four pages of the Offer Letter, which she claims is insufficient notice of the 24 BAA. (Doc. 20 at 7). This is essentially the same argument. At the oral argument hearing, 25 Defendant reiterated that the declarations it submitted explained that the Offer Letter was 26 automatically included in an onboarding package emailed to Plaintiff. (Docs. 19-1, 19-2). 27 This automated email included the Offer Letter with the BAA and was signed by Plaintiff. 28 (Doc. 24-1 at 5). Therefore, Plaintiff’s argument that she did not have notice of the BAA 1 | after skimming through the first four pages of the Offer Letter is rejected. Accordingly, the Court finds that the BAA is enforceable, and pursuant to the Offer Letter, Plaintiff must submit her claim to arbitration. 4 Upon finding that an arbitration agreement 1s valid and enforceable, the district court “should stay or dismiss the action pending arbitration proceedings to allow the arbitrator 6| to decide the remaining claims, including those relating to the contract as a whole.” 7| Nagrampa v. MailCoups, Inc., 469 F.3d 1257, 1276-77 (9th Cir. 2006); see also Sparling 8 | v. Hoffman Const. Co., 864 F.2d 635 (9th Cir. 1988) (holding that the district court acted 9 | within its discretion when it dismissed the claims since all of the claims were subject to arbitration). Since all of Plaintiff's claim must be submitted to arbitration and no pending 11 | matters remain, the Court concludes that this action should be dismissed. 12 Accordingly, 13 IT IS ORDERED that Defendant’s Motion to Compel Arbitration and Dismiss Case 14| Without Prejudice (Doc. 19) is granted, and this case is dismissed without prejudice. 15 IT IS FURTHER ORDERED that the Clerk of Court shall terminate this action accordingly. 17 Dated this 6th day of November, 2023. 18
20 United States District Judge 21 22 23 24 25 26 27 28