Firstlight Fed. Credit Union v. Loya

• Decision Date: 07 October 2015
• Docket Number: No. 08–14–00282–CV,08–14–00282–CV
• Citation: 478 S.W.3d 157
• Parties: Firstlight Federal Credit Union, Appellant, v. Martha Loya, Appellee.
• Court: Texas Court of Appeals

478 S.W.3d 157

Firstlight Federal Credit Union, Appellant,

v.Martha Loya, Appellee.

No. 08–14–00282–CV

Court of Appeals of Texas, El Paso.

October 7, 2015

Kristen L. Bauer, Jackson Lewis LLP, Dallas, TX, Attorney for Appellant.

Soraya Yanar Hanshew, The Hanshew Law Firm, El Paso, TX, Attorney for Appellee.

Before McClure, C.J., Rodriguez, and Hughes, JJ.

OPINION

STEVEN L. HUGHES, Justice

FirstLight Federal Credit Union moved to compel arbitration of discrimination and retaliatory discharge claims filed by its former employee, Martha Loya. Loya argued that no agreement to arbitrate existed between the parties because she had not signed the agreement, and that in any event, her claims did not fall within the scope of the arbitration agreement, and the agreement was illusory. The trial court denied FirstLight's motion to compel.

The key issues on appeal concern: (1) the effect of a delegation clause contained in the arbitration agreement, which gives the arbitrator the power to determine the gateway issues of the validity and enforceability of the agreement; and (2) whether Loya was bound by the arbitration agreement, despite her failure to sign the agreement, because she continued her employment after receiving notice of the arbitration agreement. We agree with FirstLight that the delegation clause required Loya to arbitrate one of her challenges to the agreement—whether it was illusory. Despite the delegation clause, however, Loya's assertion that her claims did not fall within the scope of the agreement, and Loya's challenge to the very existence of an agreement to arbitrate, were issues for the trial court to decide.

Ultimately, we conclude the trial court abused its discretion in refusing to compel arbitration. Loya, as an at-will employee, was bound by the agreement as a matter of law despite her lack of signature, because she continued working after receiving notice of the arbitration agreement. Further, Loya's claims clearly fell within the scope of the agreement. Accordingly, we reverse and remand for entry of an order compelling arbitration of Loya's claims.

DISCUSSION

Standard of Review

We review a trial court's decision to grant or deny a motion to compel arbitration under an abuse of discretion standard. Wright v. Hernandez, 469 S.W.3d 744, 749(Tex.App.–El Paso 2015, no pet.) ; Ellman v. JC Gen. Contractors, 419 S.W.3d 516, 520 (Tex.App.–El Paso 2013, no pet.). Under this standard, we defer to the trial court's factual determinations if they are supported by evidence, but we review the trial court's legal determinations de novo. In re Labatt Food Serv., L.P., 279 S.W.3d 640, 643 (Tex.2009) (orig. proceeding); Wright, 469 S.W.3d at 750 ; Ellman, 419 S.W.3d at 520 ; ReadyOne Indus., Inc. v. Carreon, 458 S.W.3d 621, 623 (Tex.App.–El Paso 2014, no pet.). The validity and enforceability of an arbitration agreement is a question of law that we review de novo. In re 24R, Inc., 324 S.W.3d 564, 566 (Tex.2010) (orig. proceeding); IHS Acquisition No. 131, Inc. v. Iturralde, 387 S.W.3d 785, 790 (Tex.App.–El Paso 2012, no pet.) A trial court abuses its discretion when it refuses to compel arbitration under a valid and enforceable arbitration agreement. In re 24R, Inc., 324 S.W.3d at 566 ; Iturralde, 387 S.W.3d at 790.

Background

Loya was an at-will employee. She began working at FirstLight in 2004 as a loan officer. Loya advanced through several positions over the years, ultimately holding the position of collections manager when she was terminated in September 2013. Loya complained to the Equal Employment Opportunity Commission that she was wrongfully terminated based on her age, sex, and race, and in retaliation for reporting an inappropriate relationship involving a supervisor. After receiving her notice of right to sue, Loya sued FirstLight under the Texas Commission on Human Rights Act.

FirstLight filed a motion to compel arbitration, contending that a 2011 arbitration agreement governed the parties' dispute. The trial court held three hearings on FirstLight's motion to compel, receiving evidence, testimony, and legal arguments concerning the validity and enforceability of the arbitration agreement, including FirstLight's contention that a delegation clause in the arbitration agreement required that the arbitrator, not the court, resolve the gateway issues of validity and enforceability.¹

According to the evidence, in December 2005, FirstLight sent notice to its employees that effective February 1, 2006, it was adopting a "Dispute Resolution Policy" requiring that all legal disputes arising from employment, including claims for wrongful termination, would be subject to mandatory arbitration. The notice informed the employees that their decision to continue employment with FirstLight after February 1, 2006, would constitute their agreement to be bound by the Policy. Loya signed a "Receipt Acknowledgment" on December 20, 2005, acknowledging that she had received a copy of the notice and the 2006 Dispute Resolution Policy. This 2006 Dispute Resolution Policy remained in effect until it was revised in 2011.

The 2011 revised arbitration agreement was entitled "Dispute Resolution Policy & Procedure." This 2011 Dispute Resolution Policy & Procedure was the arbitration agreement in effect at the time FirstLight terminated Loya in 2013. The 2011 agreement provided that it was governed by the Federal Arbitration Act,² and it required arbitration of "all disputes relating to or arising out of an employee's employment ... including claims regarding termination of employment[,]" unless explicitly excluded from coverage.³ The agreement further stated that it applied "to disputes regarding the validity or enforceability of the Policy."

The agreement stated that FirstLight agreed to be bound to its mandatory arbitration terms, and that "[a]ny employee accepting or continuing employment, also agrees to be bound by the Policy as a condition of his or her employment." Immediately thereafter, the agreement stated: "An employee must sign an acknowledgement of receipt of this policy and agree to be bound by its provisions. Failure to agree to these terms will result in the termination of employment."

The final page of the 2011 agreement was entitled "Dispute Resolution Mutual Agreement" and stated: "Your decision to accept employment or to continue employment with FirstLight FCU constitutes agreement on your part to be bound by this Policy[.]" The final page contained a signature block for FirstLight, which was signed by its President and CEO. It also contained a signature block for the employee, which was preceded by the statement: "I have received a copy of the Dispute Resolution Policy & Procedures [sic] and agree to abide by the terms contained within."

It is undisputed that Loya did not physically sign her name in this signature block. There was evidence, however, that Loya had received notice of the 2011 agreement by electronic means and had acknowledged its receipt electronically. FirstLight's employees were able to securely access employment and benefits information through a secure web-portal, using a unique employee log-in and an employee-generated password.⁴ In 2011, FirstLight began distributing, and requiring employees to acknowledge and agree to, its human resources policies and workplace guidelines, including the Dispute Resolution Policy & Procedure, electronically through the secure portal. Loya acknowledged receipt of FirstLight's 2011 Dispute Resolution Policy & Procedure on November 29, 2011, through this electronic notification and acknowledgment system. In doing so, Loya certified online that she had read the policy. The electronic notification and acknowledgment system informed employees to: "Please take a moment to read the attached policy. Once you have read and understood [the] policy online you are required to print the last page, sign and date, and return [the] completed [form]." It is undisputed that Loya did not print, sign, and return the online version of the 2011 Dispute Resolution Policy & Procedure.

Analysis

Loya contended in the trial court that the arbitration agreement was unenforceable because she had not signed the arbitration agreement and could not be bound to arbitrate by her conduct. Loya also argued that, in any event, the agreement was illusory and her claims did not fall within the scope of the agreement. In its first two points on appeal, FirstLight argues that all of these issues should have gone to the arbitrator because the 2011 agreement contained a delegation clause requiring the arbitration of "disputes regarding the validity or enforceability" of the agreement. We agree in part.

The Effect of the Delegation Clause

Ordinarily, the trial court retains the power to rule on gateway issues such as the validity and enforceability of an arbitration agreement. See Nazareth Hall Nursing Ctr. v. Melendez, 372 S.W.3d 301, 305 (Tex.App.–El Paso 2012, no pet.) ; see also In re Morgan Stanley & Co., 293 S.W.3d 182, 190 (Tex.2009) (orig. proceeding) (any claim that questions the existence of an arbitration agreement is a question for the court); In re Weekley Homes, L.P., 180 S.W.3d 127, 130 (Tex.2005) (orig. proceeding) (generally, courts not arbitrators consider gateway issues such as whether a valid arbitration clause exists); In re Rubiola, 334 S.W.3d 220, 224–25 (Tex.2011) (orig. proceeding) (whether a non-signatory can compel arbitration depends on existence of valid agreement between specific parties and is therefore a gateway matter for the court to determine).

It is well-settled, however, that parties can agree to delegate to the arbitrator the power to resolve gateway issues regarding the validity and enforceability of the arbitration agreement; in that event, the entire matter of arbitrability is transferred from the trial court to the arbitrator. Iturralde, 387 S.W.3d at 793 ; see also Rent–A–Center, West, Inc. v. Jackson, 561 U.S. 63, 68–69, 130 S.Ct. 2772, 2777, 177 L.Ed.2d 403 (2010) ("We...