Bowles v. Onemain Fin. Grp., L. L.C.
Opinion of the Court
Cathy Bowles appeals the district court's order compelling the arbitration of her federal age discrimination suit against OneMain Financial. Bowles objected to arbitration on the grounds that a valid arbitration agreement was never formed between her and OneMain for two reasons: first, there was no meeting of the minds and, second, the circumstances surrounding the arbitration agreement's formation render it procedurally unconscionable. Although the district court correctly rejected Bowles's meeting of the minds argument, it erroneously referred her procedural unconscionability
I.
Bowles had worked for OneMain Financial Group and its predecessors since 1998. Over that period she had agreed several times through employment contracts and acknowledgments of employee handbooks to refer all employment disputes to arbitration. In 2016, Bowles was again required to review and acknowledge OneMain's Employee Dispute Resolution *881Program/Agreement ("Arbitration Agreement"). This Arbitration Agreement provides that any employment-related dispute will be referred to arbitration in accordance with the rules and procedures of the American Arbitration Association. In addition, the Arbitration Agreement contained a delegation clause, which delegated to the arbitrator as follows: "any legal dispute ... arising out of, relating to, or concerning the validity, enforceability or breach of this Agreement, shall be resolved by final and binding arbitration." On November 15, 2016, Bowles viewed the Arbitration Agreement
In October 2017, OneMain terminated Bowles for allegedly inappropriate interactions with employees under her supervision. Bowles filed an unsuccessful administrative complaint with the EEOC. She next filed suit in federal court alleging that her termination violated the Age Discrimination in Employment Act and Title VII of the Civil Rights Act of 1964. In response, OneMain moved the district court, under the Federal Arbitration Act,
Bowles objected to OneMain's motion to compel by challenging the formation of the Arbitration Agreement itself on two grounds. First, she argued that there was no "meeting of the minds" because she did not understand that she was agreeing to a binding arbitration agreement and therefore there was not the mutual assent necessary for contract formation under Mississippi law. Second, she argued that the Agreement was procedurally unconscionable because her assent was obtained through misrepresentation, she never had a meaningful opportunity to bargain, and there was a gross disparity in the parties' bargaining power.
The district court granted OneMain's motion to compel and dismissed the case with prejudice. It first found that there was the meeting of the minds necessary for contract formation in Mississippi. Next, instead of considering Bowles's procedural unconscionability claim on the merits, the district court found that "[c]laims of unconscionability do not affect whether an arbitration agreement has been entered but, instead, such claims permit a court to invalidate an otherwise existing agreement." Thus, reasoning that Bowles's procedural unconscionability objection went to the enforceability of the Arbitration Agreement and not its formation, the court held that this argument must be decided by the arbitrator under the Arbitration Agreement's delegation clause. Accordingly, the district court granted OneMain's motion to compel arbitration and dismissed the case with prejudice.
Bowles has now appealed arguing that the district court incorrectly upheld the validity of the Arbitration Agreement on the erroneous ground that there was a *882meeting of the minds, and further erred by referring her procedural unconscionability claim to the arbitrator when, under Mississippi law, such objections are for the court to decide.
II.
"This court reviews the grant or denial of a motion to compel arbitration de novo." Carey v. 24 Hour Fitness, USA, Inc. ,
Furthermore, courts must follow a two-step analysis to determine whether a claim must be arbitrated. "At step one, 'the court must determine whether the parties entered into any arbitration agreement at all .' " Lloyd's Syndicate 457 v. FloaTEC, L.L.C. ,
Our concern in this appeal relates only to step one. Courts may not refer the step one inquiry-whether an arbitration agreement was formed in the first place-to the arbitrator. See Lloyd's Syndicate 457 ,
III.
Bowles argues that no valid arbitration agreement was ever formed for two reasons. First, there was no meeting of the minds and therefore no mutual assent necessary to contract formation. The district court, finding that this challenge goes to the formation of the Arbitration Agreement, considered and dismissed the claim *883based on Mississippi law. Bowles challenges the district court's application of Mississippi law to the merits of her meeting of the minds objection, arguing, as she did below, that she never had the intent to sign an arbitration agreement and was unaware of the nature of the document she signed.
Second, Bowles argues that the Arbitration Agreement was not validly formed because the circumstances surrounding its formation rendered it procedurally unconscionable. The district court found that Bowles's procedural unconscionability challenge went to the enforceability rather than the formation of the Arbitration Agreement and therefore referred it to the arbitrator for decision, in accordance with the Arbitration Agreement's delegation clause. Bowles challenges that decision on the grounds that procedural unconscionability goes to contract formation and must be decided by the district court, not the arbitrator. We address each of Bowles's arguments as follows.
IV.
A.
Bowles first argues that there was no meeting of the minds because she did not intend to agree to arbitrate employment-related disputes. The district court correctly found that this objection is a challenge to contract formation under Mississippi law and examined the merits of Bowles's meeting of the minds argument. We can find no error in the district court's ruling on the merits of Bowles's meeting of the minds objection. The court correctly found that the electronic communications transmitting the Arbitration Agreement clearly identified an arbitration agreement as the subject of the communications. Furthermore, Bowles was given the opportunity to read the Agreement and certified that she had "carefully read the Employment Dispute Resolution Program/Agreement within and that I understand and agree to its terms." Bowles cannot deny that she thus agreed to the Arbitration Agreement. Instead, she argues that she thought she was "simply acknowledging receipt of another policy or directive" and did not understand she was agreeing to arbitrate her employment disputes. The district court correctly held that such a unilateral lack of diligence does not preclude contract formation under Mississippi law. See Hicks v. Bridges ,
B.
We turn now to the district court's holding that Bowles's procedural unconscionability objection must be decided by the arbitrator. Although the district court considered Bowles's meeting of the minds objection on the merits, it held that her procedural unconscionability argument was for the arbitrator to resolve. Accordingly, *884the dispositive question here is whether, under Mississippi law, Bowles's procedural unconscionability objection is a challenge to contract enforcement, as the district court reasoned, or contract formation.
We think the district court plainly erred. In Mississippi, it is pellucid that "[p]rocedural unconscionability goes to the formation of the contract." West ,
V.
Accordingly, the district court's order compelling arbitration and dismissing the complaint is REVERSED and VACATED and the case is REMANDED for the district court to decide the merits of Bowles's procedural unconscionability objection and in that light to reconsider and rule on OneMain's motion to compel arbitration.
REVERSED, VACATED, and REMANDED.
We recently set out the difference between procedural and substantive unconscionability under Mississippi law:
Under substantive unconscionability, we look within the four corners of an agreement in order to discover any abuses relating to the specific terms which violate the expectations of, or cause gross disparity between, the contracting parties. Procedural unconscionability may be proved by showing a lack of knowledge, lack of voluntariness, inconspicuous print, the use of complex legalistic language, disparity in sophistication or bargaining power of the parties and/or a lack of opportunity to study the contract and inquire about the contract terms.
Begole v. N. Miss. Med. Ctr., Inc. ,
Before signing, the software required Bowles to open the Arbitration Agreement.
The Federal Arbitration Act provides that:
A written provision in any maritime transaction or a contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction, or the refusal to perform the whole or any part thereof, or an agreement in writing to submit to arbitration an existing controversy arising out of such a contract, transaction, or refusal, shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.
Furthermore, we hold that the district court had sufficient evidence to dismiss this argument without an evidentiary hearing.
Although "generally, allegations of unconscionability[ ] related to the formation of the contract as a whole, are for the arbitrator ... where a party challenges the validity of the agreement to arbitrate in particular, the district court must weigh in on whether the specific decision to agree to arbitrate was unconscionable." Begole ,
Reference
- Full Case Name
- Cathy J. BOWLES v. ONEMAIN FINANCIAL GROUP, L.L.C.
- Cited By
- 4 cases
- Status
- Published