Adamson v. CWI, Inc.

• Decision Date: 19 June 2020
• Docket Number: Case Number: 2:20-cv-00404-JHE
• Parties: TERRELL ADAMSON, Plaintiff, v. CWI, INC., Defendant.
• Court: U.S. District Court — Northern District of Alabama

TERRELL ADAMSON, Plaintiff, v. CWI, INC., Defendant.

Case Number: 2:20-cv-00404-JHE

UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION

June 19, 2020

MEMORANDUM OPINION¹

Plaintiff Terrell Adamson ("Adamson") initiated this action against CWI, Inc. d/b/a Camping World ("CWI") asserting violations of Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000(e) et seq. ("Title VII") and 42 U.S.C. § 1981. (Doc. 1). CWI moves to dismiss or, in the alternative, to stay claims, and compel arbitration pursuant to the Federal Arbitration Act, U.S.C. § 1 et seq. (Doc. 5). Adamson has filed a response in opposition to the motion (doc. 14), and CWI has filed a reply brief (doc. 16). The motion is therefore ripe for review. For the reasons stated below, CWI's motion to dismiss and compel arbitration (doc. 5) is GRANTED.

I. Background

Adamson was employed as a Product Service Advisor at CWI's Anniston, Alabama store. (Doc. 1 at ¶¶ 6, 13; doc. 5-1 at ¶ 2). Adamson alleges CWI discriminated against him on the basis of race with respect to promotions and in terminating his employment, purportedly in violation ofTitle VII and 42 U.S.C. § 1981. (See doc. 1).

At the inception of his employment with CWI, Adamson signed an Arbitration Agreement, which, if enforceable, would require him to submit any dispute, claim, or controversy arising from his employment with CWI to arbitration. (Doc. 5-1 at ¶¶ 5-6, pp. 5-7). On October 8, 2018, the day Adamson was hired, he agreed to be bound by the Arbitration Agreement. (Id. at ¶ 5, pp. 5-7). Adamson signed and dated the Arbitration Agreement and included his social security number (Id.). The Arbitration Agreement Adamson signed contains the following relevant, mandatory arbitration provisions:

1. Associate and the Company mutually agree that any and all claims or disputes described in paragraph 2 that Associate may have now or in the future with or against the Company, any parent or subsidiary of, or any entity affiliated with the Company...may be heard by a mediator mutually selected by the Company and the Associate; and that if mediation of a dispute by Associate or the Company is unsuccessful, the claim or dispute shall be submitted to arbitration and heard and decided by a neutral arbitrator . . . .

2. The disputes and claims covered by this Agreement include all claims or controversies, whether or not arising out of employment or termination of employment, that would constitute a cause of action in a court, including but not limited to . . . claims for discrimination or other employment-related claims; . . . and claims for violation of any federal, state, local or other governmental law, statute, regulation, or ordinance including but not limited to claims, if any, based on the Civil Rights Act of 1991; Title VII of the civil [sic] Rights Act of 1964; [and] the Civil Rights Act of 1866 [42 U.S.C. § 1981] . . . .

3. The arbitrator's decision shall be final and binding on Associate and the Company. Associate and the Company acknowledge that arbitration is a substitute for traditional litigation and hereby waive their respective rights to file a private lawsuit and have that suit heard in court by a judge or a jury.

4. Associate's waiver of his/her right to trial by jury and his/her agreement to submit all disputes . . . to final and binding arbitration is done voluntarily and knowingly. Associate fully understands that this Agreement precludes Associate from seeking redress in court for a dispute with or against the Company. Class action claims and/or claims of multiple associates may be heard together only by written agreement of both the Company and the complaining associate(s)....

5. Associate acknowledges and agrees that the Company engages in transactionsinvolving interstate commerce and that his/her employment involves such commerce. The parties expressly agree that the Federal Arbitration Act shall govern this Agreement.

(Doc. 5-1 at 5-7).

At the end of the Arbitration Agreement, there are blanks for the employee to date, sign, and provide his social security number and location. (Doc. 5-1 at 7). Then, there is a horizontal line across the page, and then two lines provided for the CWI representative to sign and date. (Id.). As noted above, Adamson dated, signed, and provided his social security number and location on the Arbitration Agreement. (Id.). Both lines for the CWI representative were left blank. (Id.).

On March 24, 2020, Adamson filed this action in this Court. (Doc. 1). CWI now seeks to dismiss (or alternatively stay) Adamson's claims and compel him to arbitration pursuant to the terms of the arbitration agreement. (Doc. 5).

II. Analysis

A. Adamson's Claims Should be Resolved Through Arbitration

An arbitration agreement is specifically enforceable under the Federal Arbitration Act ("FAA") if the following requirements are met: (1) the existence of a written agreement to arbitrate claims; (2) a nexus to interstate commerce; and (3) coverage of the claims by the arbitration clause. 9 U.S.C. § 2. Each of these elements is satisfied in this case.

There is no dispute that there is a nexus to interstate commerce or that Adamson's claims are covered by the arbitration clause. (See doc. 1 at ¶¶ 7-8) (the complaint asserting that CWI conducts business throughout the United States); (doc. 5-1 at p. 5, ¶ 2) (stating covered claims include "claims for violation of . . . Title VII of the [C]ivil Rights Act . . . .). Instead, Adamson contends there is no enforceable written agreement to arbitrate the claims because a CWI representative did not sign the written agreement, and, therefore, there is no mutual assent toarbitrate. Specifically, Adamson contends his consent to arbitrate lapsed after CWI failed to execute the contract prior to termination of his employment and, alternatively, that he revoked his consent by filing this action. (Doc. 14 at 1, n.1).

When a party opposing arbitration raises contractual arguments against arbitration, the court must apply Alabama law regarding contract formation, while also considering the federal policy favoring arbitration. Randolph v. Green Tree Fin. Corp., 991 F. Supp. 1410, 1421 (M.D. Ala. 1998). It is axiomatic that the FAA does not require the signature of either party for an arbitration agreement to be enforceable. Caley v. Gulfstream Aero. Corp., 428 F.3d 1359, 1369 (11th Cir. 2005); Middlebrooks v. Merrill Lynch, Pierce, Fenner & Smith, Inc., No. CV 98-HM-5015-NW, 1989 WL 80446, * 2 (N.D. Ala. Apr. 5, 1989). The Alabama Supreme Court has addressed the lack of a signature requirement, explaining as follows:

While [a] written agreement is required for arbitration, however, there is no requirement that every single provision of the contract, including the arbitration clause, must be signed in order to form part of the agreement. Indeed, it is axiomatic that 'parties may become bound by the terms of the contract, even though they did not sign it, where their assent is otherwise indicated.'. . . The FAA has no separate requirement of a signed actitation clause.

America's Home Place, Inc. v. Rampey, 166 So. 3d 655, 659 (Ala. 2014) (quoting Stiles v. Home Cable Concepts, Inc., 994 F. Supp. 1410 (M.D. Ala. 1998)). Instead, to form a contract, Alabama law requires "an offer and an acceptance, consideration, and mutual assent to terms essential to the formation of a contract." Lyles v. Pioneer House. Sys., 858 So. 2d 226, 229 (Ala. 2003) (quoting Ex parte Grant, 711 So. 2d 464, 465 (Ala. 1997)). "The purpose of a signature on a contract is to show mutual assent; however, the existence of a contract may also be inferred from other external and objective manifestations of mutual assent." Ex parte Rush, 730 So. 2d 1175, 1177-78 (Ala. 1999). Because a signature is only one way to evidence mutual assent, an agreement to arbitratedoes not need to be signed, if there is other evidence of assent.² Id. at 1178. CWI asserts that its assent is evidence by the fact that CWI provided Adamson with the arbitration agreement, required Adamson to sign the agreement, and now seeks to enforce the agreement and compel arbitration. (Doc. 16 at 3-4).

In support of his position, that CWI's failure to sign the arbitration agreement demonstrates it did not intend to enter into the agreement, Adamson relies heavily on Stover v. Valley Rubber, LLC, No. 5:18-cv-1795-LSB, 2019 WL 4538682 (N.D. Ala. Sept. 19, 2019), a recently decided case from another judge on this Court. Stover is not binding precedent, but, to the extent it is not distinguishable, it could be persuasive. In Stover, the plaintiff signed two versions of an arbitration agreement, one of which was contained in an employee handbook. 2019 WL 4538682 at *3-4. Both versions of the arbitration agreement had three signature lines: one for the employee, one for the company representative, and one for a witness, while other documents in the employee handbook had signature lines only for the employee and a witness. Id. On both arbitration agreements, only the employee and witness lines were signed. Id.

The employee handbook in Stover also contained language indicating that the arbitrationagreement was a contract and explicitly stated that any contract affecting the terms and conditions of employment had to be signed by both the company's general manager and the employee. Id. at *8. Based on this language, the fact that there were three signatures lines where other documents in the employee handbook only had two, and "draw[ing] reasonable inferences in favor of Stover," the District Court found that the absence of a signature precluded enforcement. Id. at *11-12.

Here, there is no outside agreement that the Arbitration Agreement between CWI and Adamson must be signed by both parties. Although there is a signature line provided for CWI, the language of the Agreement anticipates that the employee will be the one to sign it, stating: "This arbitration agreement . . . is made . . . by and between ....