UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
ALYSSA TURNER, individually and for others similarly situated,
Plaintiff, Case No. 24-cv-2352 (CRC) v.
IEM INTERNATIONAL, INC., f/k/a INNOVATIVE EMERGENCY MANAGEMENT, INC.
Defendant.
MEMORANDUM OPINION
Plaintiff Alyssa Turner filed this class action against her former employer IEM
International, Inc. (“IEM”) seeking to recover unpaid overtime wages. Before she began work at
IEM, however, Turner electronically signed an employee agreement permitting the company to
resolve any claim arising from her employment through binding arbitration. Turner now claims
she never signed that agreement. Because her unsupported assertion is not sufficient to raise a
dispute of material fact as to whether she signed the agreement, and she cannot show that the
arbitration provision in the agreement is unconscionable, the Court will grant IEM’s motion to
compel arbitration.
I. Background
IEM is an emergency-management firm headquartered in North Carolina. Declaration of
Alyssa Turner (“Turner Decl.”) at ¶ 6. Turner served as a planner and project manager at IEM
for approximately two years beginning in September 2021. Id. ¶ 4. She worked in California,
Washington, District of Columbia, and Virginia. Id. ¶ 5. On September 13, 2021, Turner
electronically counter-signed an employment offer letter she received from IEM. Id. ¶ 6; see id., Ex. 1 (“Offer Letter”). The letter offered her a position as a Medical Logistics Coordinator with
a starting hourly rate of $41.50. Offer Letter at 1.
The parties dispute what happened next. IEM asserts that two days later, on September
15, Turner signed an employee agreement including a mandatory arbitration provision. Mot. to
Compel Arbitration at 1; see id., Ex. A (“Employee Agmt.”). The agreement requires an
employee to give notice of any claim “relating to or arising out of Employee’s hire, employment,
and/or termination of employment with IEM.” Employee Agmt. at 1–2. If such a claim cannot
be settled through negotiation or nonbinding mediation, “either party may submit the dispute for
resolution by final binding confidential arbitration.” Id. at 2. The arbitration decision is not
appealable unless the arbitrator engages in fraud or gross misconduct. Id. IEM bears the
arbitrator’s fees and expenses, while each party’s other costs, including attorneys’ fees, “shall be
borne by the party incurring the expense.” Id. at 3. The last page of this agreement appears to be
an electronic signature page indicating that a user named “Alyssa Crawford,” with a User ID of
ACrawford@IEMI, signed the agreement on September 15, 2021 at 9:36 A.M. EDT. Id. at 5
(page number designated by CM/ECF).
According to IEM’s Director of Human Resources, Amy Stewart, IEM provides this
agreement to new hires as part of the onboarding process and retains each employee’s signed
agreement in their personnel file. Declaration of Amy Stewart (“Stewart Decl.”) at ¶ 4. Each
employee is allowed as much time as they need to review and complete the agreement. Id. ¶ 7.
In September 2021, when Turner began working for IEM, newly hired employees were required
to complete onboarding prior to their first day of work. Id. ¶ 8. Each employee received a
unique username to log into the Automatic Data Processing (“ADP”) Workforce system. Id.
Once they logged in for the first time, employees were prompted to create their own password to
2 log in on future occasions, to which only they had access. Id. The ADP system was also
protected by multi-factor authentication. Id.
Turner’s personnel records, according to Stewart, indicate that she signed the employee
agreement. Id. at ¶ 11. IEM’s electronic records also reflect that the system registered a
transaction associated with Turner’s account on September 15, 2021 at 9:36 A.M. EDT. Id. ¶ 12.
That account could only be accessed using Turner’s unique password. Id. Based on Stewart’s
review of Turner’s electronic signature page, “it is reasonable to believe that [Turner]
electronically signed the Agreement.” Id. ¶ 13.
Turner, on the other hand, declares that she never signed the employee agreement.
Turner Decl. ¶ 7. She acknowledges signing her offer letter, but claims this was the only
agreement she signed with IEM. Id. ¶ 6. She also says she had never seen the employee
agreement until her lawyers provided it to her after she filed this lawsuit. Id. ¶ 7. She adds that
she cannot afford arbitration under the agreement’s terms. Turner Decl. ¶ 8.
In August 2024, Turner filed this class-action suit against IEM to recover unpaid
overtime wages. Compl. ¶ 1. Specifically, she alleged that IEM’s policy of paying so-called
“Straight Time Employees” the same hourly rate for overtime hours violates the Fair Labor
Standards Act, as well as California and D.C. law. Id. ¶ 10. IEM responded with a motion to
compel arbitration, which Turner opposed. For the reasons that follow, the Court will grant
IEM’s motion.
II. Legal Standards
The Federal Arbitration Act (“FAA”) provides that a provision in a contract requiring the
arbitration of disputes related to the contract “shall be valid.” 9 U.S.C. § 2. The D.C. Circuit has held
that “any doubts concerning the scope of arbitrable issues should be resolved in favor of arbitration[.]”
3 Wolff v. Westwood Mgmt., LLC, 558 F.3d 517, 520 (D.C. Cir. 2009) (quoting Moses H. Cone Mem’l
Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24–25 (1983)). Notwithstanding a prior agreement to
arbitrate, plaintiffs often attempt to resolve disputes in federal court. Section Four of the FAA provides
a remedy for the defendant: “A party aggrieved by the alleged failure, neglect, or refusal of another to
arbitrate under a written agreement for arbitration may petition any United States district court . . . for an
order directing that such arbitration proceed in the manner provided for in such agreement.” 9 U.S.C.
§ 4.
Such a petition is often called a motion to compel arbitration and is properly resolved under the
summary judgment standard. Aliron Int’l, Inc. v. Cherokee Nation Indus., Inc., 531 F.3d 863, 865 (D.C.
Cir. 2008). The Court may consider evidence outside the complaint and shall grant the motion if “there
is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.”
Fed. R. Civ. P. 56(a). In making this determination, the Court shall view the facts “in the light most
favorable to the nonmoving party.” Chambers v. U.S. Dep’t of Interior, 568 F.3d 998, 1000 (D.C. Cir.
2009).
III. Analysis
A. A Valid Agreement to Arbitrate Exists Between the Parties
Turner first disputes that any valid agreement to arbitrate exists between her and IEM.
Although IEM offers an employee agreement mandating arbitration that appears to bear Turner’s
electronic signature, she denies ever signing it. Turner Decl. ¶ 7.
For this threshold question, the parties agree that D.C. law applies even though the
arbitration agreement includes a North Carolina choice-of-law provision. 1 See Opp’n at 8
1 With good reason. “Applying [a contract’s] choice-of-law clause to resolve the contract formation issue would presume the applicability of a provision before its adoption by the parties
4 (noting that Turner does not object to the application of D.C. law); Reply at 6–10 (citing D.C.
cases). Under D.C. law, “[m]utual assent to a contract, often referred to as a ‘meeting of the
minds,’ is most clearly evidenced by the terms of a signed written agreement[.]” Davis v.
Winfield, 664 A.2d 836, 838 (D.C. 1995). And a “signature, contract, or other record relating to
such transaction may not be denied legal effect . . . solely because an electronic signature or
electronic record was used in its formation.” Apprio, Inc. v. Zaccari, 104 F.4th 897, 907 (D.C.
Cir. 2024) (alteration in original) (quoting E-Sign Act, 15 U.S.C. § 7001(a)).
Here, IEM offers an employee agreement permitting either party to submit any claim
arising out of an individual’s employment with IEM to binding arbitration. Employee Agmt. at
1, 2. The agreement includes an electronic signature page showing that “Alyssa Crawford,”
username “ACrawford@IEMI,” signed the agreement on September 15, 2021 at 9:36 A.M.
EDT. 2 Employee Agmt at 5 (page number designated by CM/ECF). Ms. Stewart, IEM’s
Human Resources Director, further attests that based on her review of personnel records, Turner
signed and acknowledged a variety of documents during onboarding, including this employee
agreement. Stewart Decl. ¶ 11. Stewart also avers that on September 15 at 9:36 A.M.—the date
and time listed on the electronic signature page—Turner was logged into her ADP Workforce
account “using a unique password that” only she could create and access. Id. ¶ 12.
has been established.” CD Int’l Enters., Inc. v. Rockwell Cap. Partners, Inc., 251 F. Supp. 3d 39, 43 n.2 (D.D.C. 2017) (Cooper, J.) (alteration in original) (citation omitted). 2 Since 2021, Turner appears to have changed her name from Crawford. She does not dispute that her last name was Crawford in 2021, and the offer letter she acknowledges signing likewise displays the electronic signature of Alyssa Crawford. Opp’n, Ex. 1-1 (“Offer of Employment”), at 5 (page number designated by CM/ECF).
5 In the face of this strong evidence, Turner asserts without any support that she “did not
sign” the employee agreement, nor had she seen it before her lawyers provided it to her after this
case was filed. Turner Decl. ¶ 7. She also claims that she does not have a copy of this
agreement in her emails or her ADP account. Id. Turner offers no additional facts supporting
this bare assertion, nor does she explain how IEM came to have her electronic signature page.
She merely speculates, without foundation, that her signature page could have been “attached by
anyone with a scanner or Adobe Acrobat,” perhaps intending to suggest that her signature page
was fabricated. Opp’n at 11.
But as in Mitchell v. Craftworks Restaurants & Breweries, Inc., No. 18-cv-879 (RC),
2018 WL 5297815 (D.D.C. Oct. 25, 2018), Turner’s statement that she has “no recollection of
signing, reading, or negotiating” the agreement does not “create a genuine dispute regarding her
assent” to it. Id. at *7. And though, unlike in Mitchell, Turner outright denies having signed the
agreement, that denial alone does not create a dispute of fact because she has not shown
“sufficient facts in support” of her statement. Id. Her “mere assertion . . . with no evidence
supporting the disavowal—is insufficient to create an issue of fact in light of” the signed
agreement to arbitrate and Stewart’s supporting declaration. Hill v. Wackenhut Servs. Int’l, 865
F. Supp. 2d 84, 91 (D.D.C. 2012).
Moreover, Turner’s reliance on her offer letter dated two days earlier furthers IEM’s
position, not hers. Turner acknowledges electronically signing the offer letter sent to her by IEM
on September 13. Turner Decl. ¶ 6; see Offer of Employment. Her electronic signature page is
nearly identical to the signature page accompanying her employee agreement, except that it
includes her email rather than her ADP username—which she presumably had not yet created.
6 See Stewart Decl. ¶ 8. That lends even less credence to her assertion that she did not sign the
employee agreement in exactly the same manner.
Turner also emphasizes that her offer of employment “constitute[d] the full and complete
offer from IEM” such that “[a]ny other agreements, verbal or otherwise, that are not contained
within this letter are null and void.” Offer of Employment at 4. But Turner’s offer letter
predates her agreement to arbitrate, so any argument that her offer letter somehow invalidated
the subsequent employee agreement misses the mark.
Lastly, Turner likens the arbitration agreement to a “sign-in-wrap” agreement that must
be analyzed by reference to several factors to determine whether a party knowingly assented to
its terms. Opp’n at 10. This analogy is misplaced. “‘Sign-in-wrap’ agreements are those in
which a user signs up to use an internet product or service, and the signup screen states that
acceptance of a separate agreement is required before the user can access the service.” Selden v.
Airbnb, Inc., No. 16-cv-933 (CRC), 2016 WL 6476934, at *4 (D.D.C. Nov. 1, 2016) (Cooper,
J.), aff’d, 4 F.4th 148 (D.C. Cir. 2021). Turner signed the arbitration agreement after
individually accessing it so she could begin her employment with IEM. Stewart Decl. ¶¶ 8, 12.
She did not click a box to subscribe to an internet service.
Accordingly, the Court concludes that a valid agreement to arbitrate exists between IEM
and Turner.
B. The Agreement is Not Unconscionable
Turner next argues that, even if she signed the employment agreement, the arbitration
clause is substantively and procedurally unconscionable. The Court first considers what law
applies to its analysis by looking “to the District of Columbia for the applicable choice of law
principles.” Ekstrom v. Value Health, Inc., 68 F.3d 1391, 1394 (D.C. Cir. 1995) (quoting Gray
7 v. Am. Express Co., 743 F.2d 10, 16 (D.C. Cir. 1984)). Turner’s employee agreement includes a
choice-of-law provision mandating that disputes or controversies arising out of the agreement
shall be governed by North Carolina law. Employee Agmt. at 3. And the D.C. Court of Appeals
has adopted the general rule “that parties to a contract may specify the law they wish to govern,
as part of their freedom to contract, as long as there is some reasonable relationship with the state
specified.” Ekstrom, 68 F.3d at 1394 (quoting Norris v. Norris, 419 A.2d 982, 984 (D.C. 1980)).
IEM is headquartered in North Carolina, so it has a “reasonable relationship” to that state. See
Whiting v. AARP, 637 F.3d 355, 361 (D.C. Cir. 2011). Accordingly, North Carolina law
governs the Court’s analysis of whether this agreement is unconscionable.
“A court will find a contract to be unconscionable only when the inequality of the bargain
is so manifest as to shock the judgment of a person of common sense, and where the terms are so
oppressive that no reasonable person would make them on the one hand, and no honest and fair
person would accept them on the other.” Tillman v. Com. Credit Loans, Inc., 655 S.E.2d 352,
369 (N.C. 2008) (quoting Brenner v. Little Red Sch. House, Ltd., 274 S.E.2d 206, 210 (N.C.
1981)). To establish unconscionability pursuant to North Carolina law, “a party must
demonstrate both procedural unconscionability and substantive unconscionability.” Mercadante
v. XE Servs., LLC, 78 F. Supp. 3d 131, 143 (D.D.C. 2015) (quoting Torrence v. Nationwide
Budget Fin., 753 S.E.2d 802, 807 (N.C. Ct. App. 2014)). Here, Turner has demonstrated neither.
1. Substantive Unconscionability
Substantive unconscionability “refers to harsh, one-sided, and oppressive contract terms.”
Tillman, 655 S.E.2d at 370 (citing Rite Color Chem. Co. v. Velvet Textile Co., 411 S.E.2d 645,
648–49 (N.C. Ct. App. 1992)). Turner contends that the agreement she signed is substantively
unconscionable because it “makes arbitration a recipe for financial ruin” by requiring each party
8 to pay their own attorneys’ fees, notwithstanding statutory fee-shifting provisions. Opp’n at 13–
14. The agreement requires IEM to pay the arbitrator’s fees, but all other expenses, including
each party’s attorneys’ fees, “shall be borne by the party incurring the expense.” Employee
Agmt. at 3. Another judge in this district applied North Carolina law to reject a fee-shifting
provision as a basis for substantive unconscionability. See Mercadante, 78 F. Supp. 3d at 144.
This Court will do the same.
As explained in Mercadante, “the shifting of attorneys’ fees and expenses from
Defendants to Plaintiffs” is “precisely the sort of provision that the North Carolina Court of
Appeals determined could not support an unconscionability claim.” Id. (citing Torrence, 753
S.E.2d at 807). Indeed, that court “specifically concluded that high arbitration costs . . . could no
longer be a basis for substantive unconscionability” following the Supreme Court’s decisions in
AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011) and American Express Co. v. Italian
Colors Restaurant, 570 U.S. 228 (2013). Id. 3 The North Carolina Court of Appeals viewed such
a challenge as one “directed at the arbitration process itself,” which is not a basis for
unconscionability. Id. (citing Torrence, 753 S.E.2d at 811). Here too, “[t]he shifting of
arbitration costs to” to Turner “does not constitute substantive unconscionability.” Id.
Turner next contends that the arbitration agreement is unconscionable because IEM
retains the right to file a lawsuit to enforce its rights, while she does not. See Employee Agmt. at
3 Turner also protests that as a practical matter, she simply cannot afford the cost of arbitrating this case. Turner Decl. ¶¶ 12–13. Thus, she says, the arbitration agreement will prevent her from effectively vindicating her statutory rights. Opp’n at 20–22. IEM, however, represents that it is willing and able to “cover the full cost of arbitration” and to abide by “the fee-shifting provisions of any statute at issue in this matter,” which should give Turner some comfort. Reply at 12 n.5. In any event, under North Carolina law, “prohibitively high” potential arbitration costs no longer factor into unconscionability analysis. See Torrence, 753 S.E.2d at 811–12.
9 3 (“Nothing herein shall be construed to prevent IEM from asking a court of competent
jurisdiction to issue an injunction[.]”). But the Torrence court made clear that under North
Carolina law, “the one-sided quality of an arbitration agreement is not sufficient to find it
substantively unconscionable.” Torrence, 753 S.E.2d at 812; see also Hill, 865 F. Supp. 2d at 96
(D.D.C. 2012) (“While the one-sided nature of an arbitration agreement may be relevant to a
finding of unconscionability, a court must find additional facts to determine that the agreement is
so one-sided as to be unconscionable.”). Accordingly, the agreement is not substantively
unconscionable under North Carolina law.
2. Procedural Unconscionability
Because the Court has concluded that the agreement is not substantively unconscionable,
it is “not necessary to review procedural unconscionability.” Torrence, 753 S.E.2d at 817.
Nevertheless, the agreement is not procedurally unconscionable, either. “[P]rocedural
unconscionability involves ‘bargaining naughtiness’ in the form of unfair surprise, lack of
meaningful choice, and an inequality of bargaining power.” Tillman, 655 S.E.2d at 370 (quoting
Rite Color Co., 411 S.E.2d at 648).
Turner contends that the agreement is procedurally unconscionable because IEM has
greater bargaining power than she does, and she had no opportunity to negotiate its terms. Opp’n
at 19. But “[m]ere inequality of bargaining power, by itself, is insufficient to render an
arbitration provision unenforceable.” Pan Am Flight 73 Liaison Grp. v. Dave, 711 F. Supp. 2d
13, 23 (D.D.C. 2010) (citing Gilmer v. Interstate/Johnson Lane Corp., 500 U.S. 20, 33 (1991)),
aff’d, 639 F.3d 1102 (D.C. Cir. 2011). Moreover, Turner was provided “as much time as [she
needed] to review the material” prior to signing it. Stewart Decl. ¶ 7. She points to no facts
10 suggesting that she lacked a “meaningful choice” in whether to sign the employee agreement.
Tillman, 655 S.E.2d at 369–70. 4
IV. Conclusion
For the foregoing reasons, the Court will grant IEM’s Motion to Compel Arbitration and
stay the case. See Smith v. Spizzirri, 601 U.S. 472, 478 (2024). A separate Order accompanies
this Opinion.
CHRISTOPHER R. COOPER United States District Judge
Date: July 25, 2025
4 Turner also contends that the American Arbitration Association (“AAA”) will “decline to administer” her case because the agreement she signed conflicts with the AAA’s due process protocols. Opp’n at 22–23. Given that the AAA has not yet declined to take her case, this argument is premature. Moreover, the portions of the AAA’s due process protocols cited by Turner are prefaced with a note that the relevant task force “did not achieve consensus on this difficult issue.” AAA Due Process Protocol, ECF No. 12-6, at 1. Some members of the task force were of the view that “[e]mployers should have the right to insist on an agreement to mediate and/or arbitrate statutory disputes as a condition of initial or continued employment.” Id. Accordingly, Turner has not shown that the AAA is likely to decline to administer her case because the agreement she signed conflicts with uniformly established protocols.