Spirit Airlines, Inc. v. Steven Maizes
Opinion
This appeal presents the question of whether it is a judge or an arbitrator who must decide if the arbitration agreement between Spirit Airlines, Inc. and members of its $9 Fare Club allows for arbitration of claims brought by a class of claimants. To answer this question, we must, in turn, decide whether the agreement's choice of American Arbitration Association rules, standing alone, is clear and unmistakable evidence that Spirit intended that the arbitrator decide this question. Following the reasoning of
Terminix International Co. v. Palmer Ranch Ltd. Partnership
,
I. Background
On April 12, 2017, Steven Maizes and three other class representatives filed a claim in arbitration against Spirit Airlines, Inc. on behalf of a class of consumers. The claim arose out of Spirit's offer of membership in a club called the "$9 Fare Club," for a yearly membership fee of $59.95. Spirit advertised that club members would "experience the ultimate in cost savings"
*1232 and could "cancel at any time." But the class representatives alleged Spirit broke several promises made in the $9 Fare Club Agreement. The details of these promises, and whether or how they were broken, are not the subject of this appeal.
Soon after, on May 30, Spirit filed suit against the class representatives in federal court in the Southern District of Florida. Spirit's lawsuit sought a declaration that the agreement's arbitration clause does not authorize class arbitration claims. The agreement's arbitration clause states:
This Agreement and the terms of membership shall be governed and construed in accordance with the laws of the State of Florida without giving effect to the choice of law provisions thereof. Any dispute arising between Members and Spirit will be resolved by submission to arbitration in Broward County, State of Florida in accordance with the rules of the American Arbitration Association then in effect . Notwithstanding the foregoing, nothing in this Agreement is intended or shall be construed to negate or otherwise affect the consumer protection laws of the state in which Members reside.
Shortly after Spirit filed its suit, it asked the District Court to impose a preliminary injunction to stop the arbitration of class claims. The class representatives, in turn, moved to dismiss Spirit's lawsuit, saying subject matter jurisdiction did not exist in federal court. The District Court held a hearing on both motions. During the hearing, Spirit's counsel said he would like to have Spirit's vice president testify "that there was never an intent to arbitrate more than one dispute at a time." Spirit's counsel said that the vice president's testimony would be relevant "[i]f there is an ambiguity as to what's intended" in the agreement.
After the hearing, the District Court denied Spirit's request for an injunction and dismissed the case. The District Court ruled that the agreement's choice of AAA rules incorporated Rule 3 of the Supplementary Rules for Class Actions, which designates the arbitrator to decide whether the arbitration agreement permits class arbitration. Because the AAA rules require the arbitrator to decide this question, the court dismissed the case for lack of jurisdiction. This appeal followed.
II. Standard of Review
"We review de novo the district court's grant of a motion to dismiss and compel arbitration."
Bodine v. Cook's Pest Control Inc.
,
III. Discussion
Arbitrations routinely generate three categories of dispute. First, there are the merits of the disagreement. Second, there is a dispute about whether the parties agreed to arbitrate their disagreement. Third, parties disagree about who gets to decide whether they agreed to arbitrate their differences.
See
First Options of Chicago, Inc. v. Kaplan
,
In
First Options
, the Supreme Court told us how to go about determining whether the parties agreed to have a court or an arbitrator decide whether they agreed to arbitrate the dispute.
*1233 Here, the parties dispute whether the agreement's choice of AAA arbitration rules amounts to "clear and unmistakable" evidence of the parties' intent to have an arbitrator decide whether the agreement permits class arbitration. 1 Spirit points to opinions from four other circuits to argue that the incorporation of AAA rules, standing alone, is not enough to overcome the First Options presumption. We have concluded to the contrary.
Our court's opinion in
Terminix
weighs heavily in our consideration. In
Terminix
, Palmer Ranch sued Terminix in Florida state court.
On appeal, this Court reversed and directed the District Court to grant the motion to compel arbitration.
The reasoning of
Terminix
applies here as well. The parties' agreement plainly chose AAA rules. Those rules include AAA's Supplementary Rules for Class Arbitrations, which, true to their name, supplement the other AAA rules.
2
Supplementary Rule 3 provides that an arbitrator shall decide whether an arbitration clause permits class arbitration.
3
According to
Terminix
, this is clear and unmistakable evidence that the parties chose to have an
*1234
arbitrator decide whether their agreement provided for class arbitration.
4
ibr.US_Case_Law.Schema.Case_Body:v1">See
Spirit argues that we should demand a higher showing for questions of class arbitrability than for other questions of arbitrability. It says this higher burden is needed because class arbitration dramatically changes what ordinarily goes on in arbitration.
See
Stolt-Nielsen S.A. v. AnimalFeeds Int'l Corp.
,
While we respect the work of our sister circuits, we have read Supreme Court precedent differently. The out-of-circuit cases relied upon by Spirit import the reasoning of
Stolt-Nielsen
,
*1235 At oral argument, Spirit made a new argument based on the last paragraph of Supplementary Rule 3. This paragraph says "[i]n construing the applicable arbitration clause, the arbitrator shall not consider the existence of these Supplementary Rules, or any other AAA rules, to be a factor either in favor of or against permitting the arbitration to proceed on a class basis." According to Spirit, this paragraph means a court should not consider the existence of the Supplementary Rules when deciding whether the parties empowered the arbitrator to decide the question of class arbitrability.
Again, we understand Spirit's argument to substitute the question of whether a particular agreement permits class arbitration for the different question of whether the agreement delegates the decision on that question to the arbitrator. We read the last paragraph of Supplementary Rule 3 to mean simply that the existence of the Supplementary Rules has no effect on whether the agreement permits class arbitration.
Spirit also argues the agreement's choice of Florida law makes the agreement ambiguous about whether the Florida Arbitration Code or the AAA rules apply. In this regard, we look back at the arbitration clause again, this time with different emphasis:
This Agreement and the terms of membership shall be governed and construed in accordance with the laws of the State of Florida without giving effect to the choice of law provisions thereof. Any dispute arising between Members and Spirit will be resolved by submission to arbitration in Broward County, State of Florida in accordance with the rules of the American Arbitration Association then in effect . Notwithstanding the foregoing, nothing in this Agreement is intended or shall be construed to negate or otherwise affect the consumer protection laws of the state in which Members reside.
Spirit says the choice of "the laws of the State of Florida" incorporates the Florida Arbitration Code. And Florida's Arbitration Code reserves questions of arbitrability for courts.
See
Yet any perceived ambiguity in Spirit's agreement can be resolved through normal interpretive methods.
See
City of Homestead v. Johnson
,
Finally, Spirit argues the District Court should be reversed because it did not apply the correct legal standard and instead decided an issue of fact on the motion to dismiss. Somewhat relatedly, Spirit says the District Court erred by not allowing its vice president to testify about Spirit's intent in choosing the AAA rules.
There is no merit to these arguments. The arbitration agreement was attached to Spirit's complaint, was central to the case, and its authenticity was not disputed. It was therefore appropriate for the District Court to consider it in deciding the class representatives' motion to dismiss for lack of subject matter jurisdiction.
See
Maxcess, Inc. v. Lucent Techs., Inc.
,
Also, by finding the arbitration agreement clearly and unmistakably evidenced the parties' intent to arbitrate the class arbitration question, the District Court implicitly found the agreement is not ambiguous on that issue.
See
First Options
, 514 U.S. at 944-45, 115 S.Ct. at 1924. As a result, the District Court was not permitted to rely on testimony from Spirit's vice president to explain the agreement's meaning, and was correct to reject the offer of that testimony.
See,
e.g.
,
Lab. Corp. of Am. v. McKown
,
AFFIRMED.
Neither this circuit nor the Supreme Court has resolved whether the availability of class arbitration is a question of arbitrability under
First Options
.
See
Oxford Health Plans LLC v. Sutter
,
AAA maintains a number of industry specific rules like the "Commercial Arbitration Rules and Mediation Procedures," "Consumer Arbitration Rules," "Labor Arbitration Rules," "International Dispute Resolution Procedures," among others. See Am. Arbitration Ass'n, AAA Court and Time-Tested Rules & Procedures, https://www.adr.org/active-rules. The effect of Supplementary Rule 1(a) is to "supplement any other applicable AAA rules."
In full, Supplementary Rule 3 provides:
Upon appointment, the arbitrator shall determine as a threshold matter, in a reasoned, partial final award on the construction of the arbitration clause, whether the applicable arbitration clause permits the arbitration to proceed on behalf of or against a class (the "Clause Construction Award"). The arbitrator shall stay all proceedings following the issuance of the Clause Construction Award for a period of at least 30 days to permit any party to move a court of competent jurisdiction to confirm or to vacate the Clause Construction Award. Once all parties inform the arbitrator in writing during the period of the stay that they do not intend to seek judicial review of the Clause Construction Award, or once the requisite time period expires without any party having informed the arbitrator that it has done so, the arbitrator may proceed with the arbitration on the basis stated in the Clause Construction Award. If any party informs the arbitrator within the period provided that it has sought judicial review, the arbitrator may stay further proceedings, or some part of them, until the arbitrator is informed of the ruling of the court.
In construing the applicable arbitration clause, the arbitrator shall not consider the existence of these Supplementary Rules, or any other AAA rules, to be a factor either in favor of or against permitting the arbitration to proceed on a class basis.
The Fifth Circuit has adopted a similar approach.
See
Robinson v. J & K Admin. Mgmt. Servs., Inc.
,
The reasoning of
Stolt-Nielsen
lends credence to the idea that the availability of class arbitration is not presumptively for courts to decide.
First Options
's holding that courts presumably decide questions of arbitrability was based on an empirical claim that parties are not likely to have focused on the "who decides" question when they reached their agreement.
First Options
, 514 U.S. at 944-45, 115 S.Ct. at 1924-25. But it seems to us that if the change from bilateral to class arbitration is as important as
Stolt-Nielsen
states,
Reference
- Full Case Name
- SPIRIT AIRLINES, INC., a Delaware Corporation, Plaintiff-Appellant, v. Steven MAIZES, an Individual, Vincent Anzalone, an Individual, Lee Traylor, an Individual, Howard Madenberg, an Individual, Defendants-Appellees.
- Cited By
- 15 cases
- Status
- Published